0001193125-21-054629.txt : 20210224 0001193125-21-054629.hdr.sgml : 20210224 20210224161114 ACCESSION NUMBER: 0001193125-21-054629 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 96 CONFORMED PERIOD OF REPORT: 20201231 FILED AS OF DATE: 20210224 DATE AS OF CHANGE: 20210224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Blood Therapeutics, Inc. CENTRAL INDEX KEY: 0001629137 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 274825712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37539 FILM NUMBER: 21673208 BUSINESS ADDRESS: STREET 1: 181 OYSTER POINT BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650741-7700 MAIL ADDRESS: STREET 1: 181 OYSTER POINT BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 10-K 1 d63231d10k.htm 10-K 10-K
us-gaap:OtherLiabilitiesCurrentfalseFY0001629137--12-310.12500.12500.0625 0001629137 2020-01-01 2020-12-31 0001629137 2020-12-31 0001629137 2019-12-31 0001629137 2019-01-01 2019-12-31 0001629137 2018-01-01 2018-12-31 0001629137 2017-03-01 2017-03-31 0001629137 2018-08-01 2018-08-31 0001629137 2020-10-01 2020-12-31 0001629137 2020-07-01 2020-09-30 0001629137 2020-04-01 2020-06-30 0001629137 2020-01-01 2020-03-31 0001629137 2019-10-01 2019-12-31 0001629137 2019-07-01 2019-09-30 0001629137 2019-04-01 2019-06-30 0001629137 2019-01-01 2019-03-31 0001629137 2017-03-31 0001629137 2018-08-31 0001629137 2019-10-01 0001629137 2021-02-18 0001629137 2020-06-30 0001629137 2018-12-31 0001629137 2019-06-01 2019-06-30 0001629137 2018-12-01 2018-12-31 0001629137 2019-07-31 0001629137 2019-01-31 0001629137 2019-06-30 0001629137 2019-01-01 2019-01-31 0001629137 2019-07-01 2019-07-31 0001629137 2017-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember 2020-12-31 0001629137 gbt:EmployeeStockOptionsAuthorizedAvailableForFutureGrantsMember 2020-12-31 0001629137 gbt:EmployeeStockPurchasePlanMember 2020-12-31 0001629137 gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember us-gaap:EmployeeStockOptionMember 2020-12-31 0001629137 gbt:MarketConditionAwardsGrantedToEmployeesMember 2020-12-31 0001629137 gbt:TwoThousandSeventeenInducementEquityPlanMember 2020-12-31 0001629137 gbt:MarketConditionRestrictedStockUnitsMember 2020-12-31 0001629137 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2020-12-31 0001629137 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member 2020-12-31 0001629137 us-gaap:MoneyMarketFundsMember 2020-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember 2020-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2020-12-31 0001629137 us-gaap:CertificatesOfDepositMember 2020-12-31 0001629137 us-gaap:USGovernmentDebtSecuritiesMember 2020-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:CertificatesOfDepositMember us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:CertificatesOfDepositMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:DomesticCountryMember 2020-12-31 0001629137 gbt:OperatingLossCarryforwardExpirationYear2037Member us-gaap:DomesticCountryMember 2020-12-31 0001629137 us-gaap:DomesticCountryMember gbt:OperatingLossCarryforwardWithIndefiniteExpiryPeriodMember 2020-12-31 0001629137 gbt:OperatingLossCarryforwardExpirationYear2040Member us-gaap:StateAndLocalJurisdictionMember 2020-12-31 0001629137 us-gaap:EquipmentMember 2020-12-31 0001629137 us-gaap:ComputerEquipmentMember 2020-12-31 0001629137 us-gaap:LeaseholdImprovementsMember 2020-12-31 0001629137 us-gaap:ConstructionInProgressMember 2020-12-31 0001629137 gbt:TwoThousandFifteenStockOptionAndIncentivePlanAndTwoThousandSeventeenInducementEquityPlanMember us-gaap:RestrictedStockUnitsRSUMember 2020-12-31 0001629137 srt:MinimumMember 2020-12-31 0001629137 srt:MaximumMember 2020-12-31 0001629137 gbt:RocheMemberMember 2020-12-31 0001629137 gbt:RocheMemberMember gbt:ResearchAndDevelopmentMilestonesMember 2020-12-31 0001629137 gbt:RocheMemberMember gbt:NetSalesAchievementMember 2020-12-31 0001629137 gbt:DevelpmentAndRegulatoryMilestonesMember gbt:RocheMemberMember 2020-12-31 0001629137 gbt:ResearchAndDevelopmentMilestonesMember gbt:SyrosPharmaceuticalsMember 2020-12-31 0001629137 gbt:TermLoanMember 2020-12-31 0001629137 gbt:TermLoanMember srt:MinimumMember 2020-12-31 0001629137 gbt:TermLoanMember srt:MaximumMember 2020-12-31 0001629137 gbt:SyrosPharmaceuticalsMember 2020-12-31 0001629137 gbt:SubstitutePremisesMember 2020-12-31 0001629137 us-gaap:AccountingStandardsUpdate201602Member 2020-12-31 0001629137 us-gaap:ShareBasedCompensationAwardTrancheOneMember gbt:TwoThouasndTwentyMarketConditionRsuAwardsMember 2020-12-31 0001629137 us-gaap:ShareBasedCompensationAwardTrancheTwoMember gbt:TwoThouasndTwentyMarketConditionRsuAwardsMember 2020-12-31 0001629137 us-gaap:ShareBasedCompensationAwardTrancheThreeMember gbt:TwoThouasndTwentyMarketConditionRsuAwardsMember 2020-12-31 0001629137 gbt:MarketConditionAwardsGrantedToEmployeesMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember 2020-12-31 0001629137 gbt:TwoThousandSeventeenMarketConditionRsuAwardsMember 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember 2019-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2019-12-31 0001629137 gbt:EmployeeStockOptionsAuthorizedAvailableForFutureGrantsMember 2019-12-31 0001629137 gbt:EmployeeStockPurchasePlanMember 2019-12-31 0001629137 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:MoneyMarketFundsMember 2019-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember 2019-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2019-12-31 0001629137 us-gaap:CertificatesOfDepositMember 2019-12-31 0001629137 us-gaap:USGovernmentDebtSecuritiesMember 2019-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:FairValueInputsLevel2Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:CertificatesOfDepositMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:FairValueInputsLevel2Member us-gaap:CertificatesOfDepositMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:FairValueInputsLevel2Member us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:EquipmentMember 2019-12-31 0001629137 us-gaap:ComputerEquipmentMember 2019-12-31 0001629137 us-gaap:LeaseholdImprovementsMember 2019-12-31 0001629137 us-gaap:ConstructionInProgressMember 2019-12-31 0001629137 gbt:TwoThousandFifteenStockOptionAndIncentivePlanAndTwoThousandSeventeenInducementEquityPlanMember us-gaap:RestrictedStockUnitsRSUMember 2019-12-31 0001629137 us-gaap:SecuredDebtMember 2019-12-31 0001629137 gbt:SubstitutePremisesMember 2019-12-31 0001629137 us-gaap:AccountingStandardsUpdate201602Member 2019-12-31 0001629137 gbt:TwoThousandSeventeenMarketConditionRsuAwardsMember 2019-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001629137 srt:MinimumMember us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001629137 srt:MaximumMember us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001629137 srt:MinimumMember gbt:EmployeeStockPurchasePlanMember 2020-01-01 2020-12-31 0001629137 srt:MaximumMember gbt:EmployeeStockPurchasePlanMember 2020-01-01 2020-12-31 0001629137 us-gaap:ResearchAndDevelopmentExpenseMember 2020-01-01 2020-12-31 0001629137 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2020-01-01 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanAndTwoThousandSeventeenInducementEquityPlanMember 2020-01-01 2020-12-31 0001629137 gbt:MarketConditionAwardsGrantedToEmployeesMember 2020-01-01 2020-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001629137 gbt:EmployeeStockPurchasePlanMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandTwelveStockOptionAndGrantPlanMember gbt:EmployeeStockPurchasePlanMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandSeventeenInducementEquityPlanMember us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001629137 us-gaap:EmployeeStockOptionMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember 2020-01-01 2020-12-31 0001629137 us-gaap:USGovernmentDebtSecuritiesMember 2020-01-01 2020-12-31 0001629137 us-gaap:CertificatesOfDepositMember 2020-01-01 2020-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2020-01-01 2020-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember 2020-01-01 2020-12-31 0001629137 gbt:MarketConditionRestrictedStockUnitsMember 2020-01-01 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandFifteenInducementEquityPlanMember us-gaap:RestrictedStockUnitsRSUMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandSeventeenInducementEquityPlanMember us-gaap:EmployeeStockOptionMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandSeventeenInducementEquityPlanMember us-gaap:EmployeeStockOptionMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandSeventeenInducementEquityPlanMember us-gaap:RestrictedStockUnitsRSUMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2020-01-01 2020-12-31 0001629137 us-gaap:StateAndLocalJurisdictionMember 2020-01-01 2020-12-31 0001629137 us-gaap:DomesticCountryMember 2020-01-01 2020-12-31 0001629137 gbt:RestrictedStockUnitMember 2020-01-01 2020-12-31 0001629137 srt:ManagementMember gbt:TwoThousandTwentyMarketConditionRsuAwardsMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandSeventeenMarketConditionRsuAwardsMember 2020-01-01 2020-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001629137 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandFifteenEmployeeStockPurchaseAmendedPlanMember gbt:EmployeeStockPurchasePlanMember 2020-01-01 2020-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-12-31 0001629137 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001629137 gbt:RocheMemberMember 2020-01-01 2020-12-31 0001629137 gbt:SyrosPharmaceuticalsMember 2020-01-01 2020-12-31 0001629137 us-gaap:LeaseholdImprovementsMember 2020-01-01 2020-12-31 0001629137 gbt:TermLoanMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandSeventeenInducementEquityPlanMember us-gaap:RestrictedStockUnitsRSUMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandFifteenInducementEquityPlanMember us-gaap:RestrictedStockUnitsRSUMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandFifteenInducementEquityPlanMember us-gaap:EmployeeStockOptionMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2020-01-01 2020-12-31 0001629137 us-gaap:AccountingStandardsUpdate201602Member 2020-01-01 2020-12-31 0001629137 us-gaap:CustomerConcentrationRiskMember gbt:TwoMajorCustomersMember us-gaap:SalesRevenueProductLineMember 2020-01-01 2020-12-31 0001629137 us-gaap:CustomerConcentrationRiskMember gbt:TwoMajorCustomersMember us-gaap:AccountsReceivableMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember gbt:MarketConditionAwardsGrantedToEmployeesMember 2020-01-01 2020-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember 2019-01-01 2019-12-31 0001629137 srt:MinimumMember us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0001629137 srt:MaximumMember us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0001629137 srt:MinimumMember gbt:EmployeeStockPurchasePlanMember 2019-01-01 2019-12-31 0001629137 srt:MaximumMember gbt:EmployeeStockPurchasePlanMember 2019-01-01 2019-12-31 0001629137 us-gaap:ResearchAndDevelopmentExpenseMember 2019-01-01 2019-12-31 0001629137 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0001629137 gbt:EmployeeStockPurchasePlanMember 2019-01-01 2019-12-31 0001629137 us-gaap:USGovernmentDebtSecuritiesMember 2019-01-01 2019-12-31 0001629137 us-gaap:CertificatesOfDepositMember 2019-01-01 2019-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2019-01-01 2019-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember 2019-01-01 2019-12-31 0001629137 gbt:TwoThousandFifteenStockOptionAndIncentivePlanAndTwoThousandSeventeenInducementEquityPlanMember us-gaap:RestrictedStockUnitsRSUMember 2019-01-01 2019-12-31 0001629137 gbt:TwoThousandSeventeenMarketConditionRsuAwardsMember 2019-01-01 2019-12-31 0001629137 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-12-31 0001629137 us-gaap:RetainedEarningsMember 2019-01-01 2019-12-31 0001629137 us-gaap:LeaseholdImprovementsMember 2019-01-01 2019-12-31 0001629137 us-gaap:AccountingStandardsUpdate201602Member 2019-01-01 2019-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember 2018-01-01 2018-12-31 0001629137 us-gaap:RestrictedStockMember 2018-01-01 2018-12-31 0001629137 srt:MinimumMember us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0001629137 srt:MaximumMember us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0001629137 us-gaap:ResearchAndDevelopmentExpenseMember 2018-01-01 2018-12-31 0001629137 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-01-01 2018-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0001629137 gbt:TwoThousandSeventeenMarketConditionRsuAwardsMember 2018-01-01 2018-12-31 0001629137 us-gaap:CommonStockMember 2018-01-01 2018-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0001629137 us-gaap:RetainedEarningsMember 2018-01-01 2018-12-31 0001629137 us-gaap:LeaseAgreementsMember srt:MaximumMember 2018-08-01 2018-08-31 0001629137 us-gaap:SecuredDebtMember 2019-12-17 0001629137 us-gaap:SecuredDebtMember 2020-11-20 0001629137 us-gaap:SecuredDebtMember 2020-11-30 0001629137 gbt:SubstitutePremisesMember 2019-10-01 0001629137 gbt:TwoThousandSeventeenMarketConditionRsuAwardsMember srt:ManagementMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember 2017-08-11 2017-08-11 0001629137 gbt:TwoThousandFifteenEmployeeStockPurchasePlanMember gbt:EmployeeStockPurchasePlanMember 2015-07-01 2015-07-31 0001629137 gbt:TwoThousandFifteenEmployeeStockPurchasePlanMember gbt:EmployeeStockPurchasePlanMember 2015-07-31 0001629137 us-gaap:CommonStockMember 2020-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0001629137 us-gaap:RetainedEarningsMember 2020-12-31 0001629137 gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember gbt:MarketConditionAwardsGrantedToEmployeesMember 2019-12-31 0001629137 us-gaap:CommonStockMember 2019-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0001629137 us-gaap:RetainedEarningsMember 2019-12-31 0001629137 us-gaap:CommonStockMember 2017-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001629137 us-gaap:RetainedEarningsMember 2017-12-31 0001629137 us-gaap:CommonStockMember 2018-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001629137 us-gaap:RetainedEarningsMember 2018-12-31 iso4217:USD xbrli:shares utr:Year xbrli:pure utr:sqft utr:Month iso4217:USD xbrli:shares
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Form
10-K
 
 
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
Or
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     .
Commission file number:
001-37539
 
 
Global Blood Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
  
27-4825712
(State of other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
 
181 Oyster Point Boulevard,
South San Francisco, California
  
94080
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code:
(650) 741-7700
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
  
Trading
Symbol(s)
  
Name of Each Exchange
on Which Registered
Common Stock, $0.001 par value
  
GBT
  
The NASDAQ Global Select Market
Securities registered under Section 12(g) of the Act:
None
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant (1) has 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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer   ☒    Accelerated filer   ☐
       
Non-accelerated filer
   ☐    Smaller reporting company   ☐
       
         Emerging growth company   ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Act.)    Yes  ☐    No  ☒
The aggregate market value of the common stock held by
non-affiliates
of the registrant was approximately $1,606.1 million as of June 30, 2020 based upon the closing sale price on the NASDAQ Global Select Market reported for such date. Shares of common stock held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates of the registrant. Shares of common stock held by other persons, including certain holders of more than 10% of the outstanding shares of common stock, have not been excluded in that such persons are not deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 18, 2021, the registrant had 62,156,860 shares of common stock, par value $0.001, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the registrant’s 2021 Annual Meeting of Stockholders, to be filed subsequent to the date hereof with the Securities and Exchange Commission, or SEC, are incorporated by reference into Part III of this report. Such proxy statement will be filed with the SEC not later than 120 days after the end of the registrant’s fiscal year ended December 31, 2020.
 
 
 
GLOBAL BLOOD THERAPEUTICS, INC.
2020 FORM
10-K
ANNUAL REPORT
TABLE OF CONTENTS
 
Part I
              
Item 1.
         1  
Item 1A.
         43  
Item 1B.
         91  
Item 2.
         91  
Item 3.
         92  
Item 4.
         92  
     
Part II
              
Item 5.
         92  
Item 6.
         94  
Item 7.
         95  
Item 7A.
         110  
Item 8.
         111  
Item 9.
         145  
Item 9A.
         145  
Item 9B.
         146  
     
Part III
              
Item 10.
         147  
Item 11.
         147  
Item 12.
         147  
Item 13.
         147  
Item 14.
         147  
     
Part IV
              
Item 15.
         148  
Item 16.
         148  
     152  
 
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements made in this Annual Report on Form
10-K
that are not statements of historical information are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements include, but are not limited to, statements regarding:
 
  •  
our ability to successfully commercialize our approved product, Oxbryta
®
(voxelotor) tablets as well as inclacumab or any other product candidate we may identify and pursue, if approved;
 
  •  
the potential market opportunity for, and rate and degree of market acceptance of, Oxbryta, inclacumab or any other product candidate we may identify and pursue, if approved;
 
  •  
the benefits of the use of Oxbryta, inclacumab or any other product candidate we may identify and develop;
 
  •  
the limitations of current treatment options for sickle cell disease, or SCD;
 
  •  
our ability to successfully maintain a sales force and commercial infrastructure and to commercialize Oxbryta and any other approved products (if any) effectively and in compliance with complex compliance and other requirements;
 
  •  
our ability to compete with companies currently commercializing or engaged in the clinical development of treatments for the disease indications that we pursue;
 
  •  
our ability to manufacture Oxbryta for commercial sale and clinical development in conformity with the FDA and other applicable requirements;
 
  •  
our reliance on third-party contract manufacturers to manufacture and supply Oxbryta and our product candidates;
 
  •  
our expectations regarding government and third-party payor coverage and reimbursement;
 
  •  
the timing and results of our continued development of Oxbryta, including, but not limited to, ongoing or planned clinical studies to satisfy post-approval confirmatory study requirements or to seek to expand approved product labeling;
 
  •  
the timing and results of our preclinical studies and clinical trials of inclacumab and any other product candidate we may develop;
 
  •  
our ability to leverage the safety data from prior clinical studies of inclacumab, which were not in patients with SCD, in our development of inclacumab;
 
  •  
our ability to enroll patients in and complete our clinical trials at the pace we project;
 
  •  
whether the results of our preclinical studies and clinical trials will be sufficient to support any or full domestic or foreign regulatory approvals for Oxbryta, inclacumab or any other product candidate we may develop;
 
  •  
our ability to obtain, including under any expedited development or review programs, and maintain any or full regulatory approval of Oxbryta, inclacumab or any other product candidates we may develop;
 
  •  
our ability to advance any other programs through preclinical and clinical development, and the timing and scope of these development activities;
 
  •  
our ability to maintain, or to recognize the anticipated benefits of, orphan drug designation for Oxbryta or to obtain orphan drug designation for any product candidate we may identify and pursue in the United States, Europe or any other jurisdiction;
 
  •  
our ability to maintain, or to recognize the anticipated benefits of, access to accelerated development and review programs through the FDA, such as the fast track and breakthrough therapy programs, or through the EMA’s PRIME program, for Oxbryta or any product candidate we may identify and pursue;
 
ii
  •  
our reliance on third parties to conduct our clinical trials;
 
  •  
our ability to retain and recruit key personnel;
 
  •  
our ability to obtain and maintain intellectual property protection for Oxbryta or any product candidate we may identify and pursue;
 
  •  
our estimates of our expenses, ongoing losses, future revenue, capital requirements, sufficiency of capital resources and our needs for or ability to obtain additional financing;
 
  •  
our financial performance;
 
  •  
developments and projections relating to our competitors or our industry;
 
  •  
our plans to explore strategic transactions to broaden our pipeline; and
 
  •  
our ability to implement our strategic plans for our business and technology.
We have made these statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated. Although we believe our assumptions underlying our forward-looking statements are reasonable as of the date of this report, we cannot assure you that the forward-looking statements set out in this report will prove to be accurate. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology. Some of the factors that could cause our actual results to differ materially from our expectations or beliefs are disclosed under the caption “Risk Factors,” as well as other sections of this report that include, without limitation: risks and uncertainties relating to the
COVID-19
pandemic, including the extent and duration of the impact on our business, the results of our commercialization of Oxbryta, the potential safety, efficacy or other therapeutic benefits of Oxbryta and our product candidates, our capital resources, commercial market estimates, the timing for initiation of, availability of data from, and completion of, our ongoing and planned clinical trials and the results of these clinical trials, the pathways for regulatory approval of Oxbryta and our product candidates, our ongoing and future research and development efforts, patent protection, effects of healthcare reform, government and third-party payor actions, reliance on third parties, and other risks set forth below. All forward-looking statements speak only as of the date on which they are made and we disclaim any intent to update forward-looking statements to reflect subsequent developments or actual results. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to revise any forward-looking statement to reflect events or developments occurring after the date of this report, even if new information becomes available in the future. Thus, you should not assume that our silence over time means that actual events are bearing out as previously expressed or implied in any such forward-looking statement.
This Annual Report on Form
10-K
also contains estimates, projections and other information concerning our industry, our business, and the markets for certain diseases, including data regarding the estimated size of those markets, and the incidence and prevalence of certain medical conditions. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data, and similar sources.
In this Annual Report on Form
10-K,
unless the context requires otherwise, “GBT,” “Company,” “we,” “our,” and “us” means Global Blood Therapeutics, Inc., together with our consolidated subsidiaries. Oxbryta, GBT Source Solutions and GBT Source are trademarks of GBT. This Form
10-K
also contains trademarks of third parties, and any such trademark is the property of its owner.
 
iii
SUMMARY OF RISK FACTORS
Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Annual Report on Form
10-K
and our other filings with the Securities and Exchange Commission, or SEC, before making investment decisions regarding our common stock.
 
  •  
Our business is substantially dependent on our ability to successfully commercialize our first approved product, Oxbryta, which will depend upon the degree of market acceptance by the medical community and marketplace.
 
  •  
If our sales and marketing capabilities for Oxbryta or any future product candidate for which we receive regulatory approval are not effective, we may not succeed in our commercialization efforts.
 
  •  
Our profitability depends on our ability to sell sufficient amounts of product at competitive prices and on the availability of adequate coverage and reimbursement through governmental or private third-party payors, the status of which is subject to significant uncertainty.
 
  •  
Our future growth may depend on our ability to penetrate foreign markets, which would subject us to additional regulatory burdens and other risks and uncertainties.
 
  •  
We will be subject to ongoing regulatory obligations and scrutiny for Oxbryta and any other product candidate for which we receive approval, which may include restrictions on product labeling, distribution or other post-marketing activities.
 
  •  
Our business operations and relationships with third parties are subject to various laws and regulations, and any failure to comply with such laws and regulations could adversely affect our business.
 
  •  
We face intense competition and rapid technological change and the possibility that our competitors may develop therapies that render our only approved product, Oxbryta, or product candidates uneconomical or obsolete, which could adversely affect our development programs, commercialization activities and financial condition.
 
  •  
If the market for Oxbryta or our product candidates is smaller than expected, our business and financial condition may be adversely affected.
 
  •  
We have a limited operating history, with only one drug approved for marketing, and expect to continue to incur losses for the foreseeable future.
 
  •  
We may require substantial additional funds to achieve our business goals, and any inability to obtain such funds may force us to delay, limit or terminate our commercialization of Oxbryta or our other product development efforts and operations.
 
  •  
We are party to a loan and security agreement that contains operating covenants and obligations that may restrict our business and financing activities.
 
  •  
If we are unable to obtain regulatory approval in additional jurisdictions for Oxbryta or in any jurisdictions for other product candidates, our business will be substantially harmed.
 
  •  
All of our programs other than Oxbryta are still in earlier development stages, so we remain very reliant on the potential success of Oxbryta in the clinic and in the marketplace.
 
  •  
Expedited development and regulatory approval programs for Oxbryta or other product candidates may not lead to a faster development or regulatory review or approval process, or to a timely approval, if at all.
 
  •  
The development of Oxbryta represents a novel therapeutic approach, and the outcomes of our clinical trials may not support any label expansion or any decision to seek, grant or maintain any regulatory approval.
 
iv
  •  
Results of earlier studies may not be predictive of future clinical trial results, and initial studies may not establish or maintain an adequate safety or efficacy profile for Oxbryta or a product candidate to justify proceeding to advanced clinical trials or an application for regulatory approval.
 
  •  
We may encounter substantial delays in conducting or completing our clinical trials, including due to difficulties in enrolling patients or maintaining compliance with trial protocols, or the occurrence of serious adverse events or unacceptable side effects.
 
  •  
We may not realize the expected benefits of the orphan drug designations we have received for Oxbryta, and we may not receive orphan drug designation for any product candidate.
 
  •  
If the third parties upon which we rely to conduct our clinical trials, nonclinical studies, manufacturing and other activities related to the development and commercialization of Oxbryta and our product candidates fail to meet regulatory requirements or otherwise do not perform in a satisfactory manner, our business will be harmed.
 
  •  
If we or our licensors are unable to obtain and maintain intellectual property protection that is adequate in scope and duration for Oxbryta or our product candidates, our ability to successfully commercialize Oxbryta and other product candidates will be impaired.
 
  •  
We may become subject to litigation, claims and investigations, including healthcare compliance claims, product liability claims or claims alleging infringement of third parties’ proprietary rights and/or seeking to invalidate our patents, which would be costly and could impair our development and commercialization efforts.
 
  •  
If we are unable to protect the confidentiality of our trade secrets or other confidential information, our business would be harmed.
 
  •  
The
COVID-19
pandemic has adversely impacted, and may continue to adversely impact, our business, including our commercialization activities, clinical trials and preclinical studies.
 
  •  
Our success depends on our ability to retain key employees, consultants and advisors and to attract, retain and motivate qualified personnel, including an adequate sales force, as well as managing our growth.
 
  •  
If we are not successful in discovering, developing, acquiring or commercializing additional product candidates, our ability to expand our business and achieve our strategic objectives could be impaired.
 
  •  
Any collaboration, license, distribution or other arrangements that we are a party to or may enter into in the future may not be successful.
 
  •  
Our operating results may fluctuate significantly, which makes our future operating results difficult to predict.
 
  •  
We do not currently intend to pay dividends on our common stock, and, consequently, our stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock.
 
v
PART I
Item 1.
Business
Overview
We are a biopharmaceutical company dedicated to the discovery, development and delivery of life-changing treatments that provide hope to underserved patient communities. Founded in 2011, our goal is to transform the treatment and care of sickle cell disease, or SCD, a lifelong, devastating inherited blood disorder that is marked by red blood cell, or RBC, destruction and occluded blood flow and hypoxia, which leads to anemia, stroke, multi-organ failure, severe pain crises, and shortened patient life span. Our mission is driven by the historical lack of understanding, investment and attention given to SCD. Although the fundamental cause of SCD has been understood for decades, therapeutic innovation and access to care have significantly lagged compared to many other rare diseases. For example, there are approximately three times more individuals in the United States living with SCD than cystic fibrosis, or CF. However, since the enactment of the Orphan Drug Act passed in 1983, only four drugs have been approved for SCD compared to 15 drugs approved for CF. As a result of the lack of treatment options, patients with SCD suffer serious morbidity and premature mortality.
Given the estimated prevalence of SCD in our current focus areas of the U.S., Europe, the Gulf Cooperation Council, or GCC, region and Latin America, we believe there is an opportunity to bring our first medicine, Oxbryta
®
(voxelotor) tablets, to more than 350,000 people living with SCD in the next several years. Worldwide, there are millions of people living with SCD, which occurs predominantly in populations of African, Middle Eastern and South Asian descent and has an estimated global incidence of 250,000 to 300,000 births annually.
In November 2019, the U.S. Food and Drug Administration, or FDA, granted accelerated approval for Oxbryta for the treatment of SCD in adults and children 12 years of age and older. Oxbryta, an oral therapy taken once daily, is the first
FDA-approved
treatment that directly inhibits sickle hemoglobin, or HbS, polymerization, the root cause of SCD.
The accelerated approval of Oxbryta was based on clinically meaningful and statistically significant improvements in hemoglobin levels, accompanied by reductions in RBC destruction (hemolysis). Data from our Phase 3 HOPE (Hemoglobin Oxygen Affinity Modulation to Inhibit HbS PolymErization) Study of 274 patients 12 years of age and older with SCD showed that, after 24 weeks of treatment, 51.1% of patients receiving the 1500 mg dose of Oxbryta, which is the approved dose, achieved a greater than 1 g/dL increase in hemoglobin compared with 6.5% receiving placebo (p<0.001), and Oxbryta had a favorable safety and tolerability profile.
By early December 2019, we began to make Oxbryta available to patients through our specialty pharmacy partner network. In addition, we established GBT Source Solutions
®
, a comprehensive program for patients who are prescribed Oxbryta that provides a wide range of practical, educational and financial support customized to each patient’s needs. In addition, we have focused on securing reimbursement and expanding patient access. By the end of September 2020, one quarter ahead of our goal, we secured broad Oxbryta reimbursement coverage for 90% of lives covered by payers either through published policies or verified patient adjudication. We also secured
fee-for-service
Medicaid coverage in 44 states, including all 17 priority states where most SCD patients live.
We have a number of ongoing clinical trials of Oxbryta. The Phase 2a HOPE-KIDS 1 Study, an open-label, single- and multiple-dose trial, is evaluating the safety, tolerability, pharmacokinetics and exploratory treatment effect of Oxbryta in pediatric patients aged 4 to 17 years with SCD. The Phase 3 HOPE-KIDS 2 Study, a post-approval confirmatory study we initiated in December 2019 as a condition of the accelerated approval of Oxbryta in the United States, uses transcranial Doppler, or TCD, flow velocity to seek to demonstrate a decrease in stroke risk in children 2 to 15 years of age. The ActIVe Phase 4 study, a pilot, open-label,
single-arm
study, aims to evaluate the effect of Oxbryta on exercise capacity, as measured by cardiopulmonary exercise testing (CPET) in
 
1
patients 12 years of age and older with SCD. We also expect to conduct additional clinical studies of Oxbryta, including to seek to expand the potential approved product label into younger pediatric populations as well as to study further the efficacy and safety profile of Oxbryta for SCD patients.
In January 2021, the European Medicines Agency, or EMA, accepted for review our Marketing Authorization Application, or MAA, seeking full marketing authorization of Oxbryta to treat hemolytic anemia (which is low hemoglobin due to red blood cell destruction) in SCD patients ages 12 years and older, and the MAA is undergoing standard review by the EMA. In addition, we plan to submit by mid-2021 a supplemental New Drug Application, or sNDA, to expand the current Oxbryta label to include treatment of SCD in children ages 4 to 11 years, under the FDA’s accelerated approval pathway. Thereafter, we also plan to submit a New Drug Application, or NDA, for a new age-appropriate formulation for this patient population. To provide early access prior to potentially receiving additional marketing approval, we have established an expanded access protocol for eligible SCD patients in the United States and an early access program for eligible SCD patients outside the United States. In addition, we have entered into an exclusive agreement with Biopharma-Middle East and Africa, or
Biopharma-MEA,
to distribute Oxbryta in the six countries that make up the GCC region (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates), where the U.S. approval of Oxbryta can be referenced to allow for access to the medicine while health authorities conduct their reviews.
Beyond Oxbryta, we are engaged in other research and development activities, including working on new targets to potentially develop next generation of treatments for SCD, including inclacumab, a
P-selectin
inhibitor, which is a clinically validated target in SCD, known to reduce the incidence of vaso-occlusive crises, or VOCs, and our next generation hemoglobin polymerization inhibitor, GBT021601, or GBT601. As part of our efforts to build our pipeline, we regularly evaluate opportunities to
in-license,
acquire or invest in new business, technology or assets or engage in related discussions with other business entities.
In March 2020, the Centers for Disease Control and Prevention, or CDC, declared a global pandemic related to
SARS-CoV-2,
the virus that causes coronavirus disease 2019, or
COVID-19,
and the pandemic has impacted our business, including our commercialization of Oxbryta and our research and development activities. For example, we implemented a temporary work from home policy; temporarily suspended our field team from most
in-person
interactions, including visits to physician offices, clinics and hospitals as well as
in-person
meetings with payors; and temporarily delayed or paused certain research and development activities, including screening and enrollment in all clinical studies sponsored by us. As we continue to monitor and work toward resumption of all trial activities, we are continuing with administrative trial-start up activities (such as contracting and Institutional Review Board, or IRB, and Ethics Committee, or EC, approvals). Notably, the
COVID-19
pandemic has not significantly impacted our supply of Oxbryta. We continue to believe we have an adequate supply of Oxbryta to sustain estimated patient need through 2021, and we are continuing to produce Oxbryta tablets.
We have seen a significant decrease in weekly new patient prescriptions for Oxbryta from a peak in early March 2020, and we expect the rate of new patient prescriptions may remain lower, depending on the course of the pandemic. While we intend to resume normal operations as soon as practicable, we do not know for certain the extent or duration of these and other disruptions or the long-term impact on our business. Since
mid-March
2020, when we made the decision to suspend
in-person
visits to health professionals by our field teams, we have been engaging with healthcare professionals, or HCPs, and payors through increased use of digital and internet-based education and outreach, as well as limited
face-to-face
engagements in some settings following appropriate
COVID-19
protocols.
 
2
Product Pipeline
The following table summarizes our approved product and our most advanced research and development programs:
 

Our lead development candidate is inclacumab, a novel fully human monoclonal antibody against
P-selectin,
which is a clinically validated target in SCD, known to reduce the incidence of VOCs. We licensed inclacumab from F.
Hoffmann-La
Roche Ltd. and
Hoffmann-La
Roche Inc. (together, “Roche”) in August 2018. Prior to licensing inclacumab to us, Roche conducted clinical studies that enrolled more than 700
non-SCD
patients and demonstrated an encouraging pharmacokinetic, safety, and tolerability profile for inclacumab. We expect to be able to leverage the safety data from Roche’s prior clinical studies, as we proceed with our development of inclacumab as a potential treatment to reduce the frequency of VOCs in patients with SCD and to reduce the hospital VOC readmission rate for patients that require inpatient treatment for an initial VOC episode. We expect to initiate two pivotal clinical trials by the end of the first half of 2021. One study will be a chronic prevention study with an endpoint of the reduction in VOCs over a
48-week
treatment period, and the other study will focus on hospital readmissions with an endpoint of the reduction of the rate of readmission to hospitals for VOC within 90 days following an initial hospitalization for VOC.
Also in development is our next generation hemoglobin polymerization inhibitor, GBT601, a molecule discovered and designed by scientists at GBT. Preclinical data presented at the 62nd American Society of Hematology (ASH) Annual Meeting & Exposition and our annual Analyst and Investor Day in December 2020, showed why we believe GBT601 has the potential to be a potent hemoglobin S polymerization inhibitor and functional cure of SCD. GBT601 has the same mechanism of action as Oxbryta, but with the potential for greater efficacy by achieving higher hemoglobin occupancy at significantly lower doses. The preclinical data presented at ASH showed that GBT601 improved hemolysis and normalized hemoglobin, and also improved red blood cell survival, health and organ function. In December 2020, we initiated a Phase 1 clinical trial of GBT601 in normal healthy volunteers, and we expect to initiate by
mid-2021
a Phase 1 clinical trial on the safety and tolerability of GBT601 in SCD patients.
While still in early stages, we have an ongoing collaboration with Syros Pharmaceuticals, Inc., or Syros, under License and Collaboration Agreement, or the Syros Agreement, entered into in December 2019, to discover, develop and commercialize novel therapies for SCD and beta thalassemia. We are currently exploring orally available, small molecule drugs designed to upregulate fetal hemoglobin. An increase in fetal hemoglobin by 10% to 30% can dilute the concentration of deoxygenated hemoglobin S, which can participate in polymerization, and prevent hemoglobin polymers from forming. Upregulating levels of fetal hemoglobin could be pharmacologically curative for SCD as well as beta thalassemia. Under the Syros Agreement, we have an option to obtain an exclusive worldwide license to develop, manufacture and commercialize any compounds or products resulting from the collaboration, subject to Syros’ option to
co-promote
the first product in the United States.
 
3
Strategy
Our mission is to discover, develop and deliver life-changing treatments for people living with grievous blood-based disorders, starting with SCD. We believe that with our first approved medicine, Oxbryta, along with our innovative patient support program, GBT Source Solutions, we have established a strong track record of execution and have made an even stronger commitment to supporting the SCD community. Looking forward, we are working to build on the U.S. launch of Oxbryta with the potential expansion of our FDA label to treat younger patients in the United States, regulatory approval and launch in Europe and the Middle East, and to expand to Latin America. We also have a strong pipeline of potential
best-in-class
therapies with inclacumab and GBT601, and we actively seek new innovations to complement our portfolio. We are a dedicated leader in SCD, and every day we pursue our goal of making SCD a well-managed chronic condition and to profoundly impact the disparities in healthcare these patients face. Key elements of our strategy are to:
Build on the U.S. launch of Oxbryta and Address Impact of
COVID-19.
We launched Oxbryta in the United States in December 2019 and by the end of 2020, thousands of SCD patients were using this
first-in-class
oral therapy. The growing body of real-world experience suggests that patients have improved overall health while taking Oxbryta. We expect the demand for Oxbryta to continue throughout 2021 and have several ongoing and planned initiatives to build on the ongoing launch:
 
  •  
We are deploying a variety of patient and healthcare provider marketing materials in support of the Oxbryta launch. Given our accelerated approval in the United States, all marketing materials are required to undergo FDA review before use. Several of our materials have already been approved or are currently under review. These materials include advertisements, social media campaigns, patient starter kits, guides and brochures.
 
  •  
GBT Source Solutions, our comprehensive program for patients, provides support by reviewing insurance coverage options and explaining benefits, working with the specialty pharmacy partner
 
  •  
network to coordinate delivery of Oxbryta to wherever the patient chooses, helping with financial and
co-pay
assistance for eligible patients, and helping patients stay on treatment as prescribed by their treating physicians with a nurse support team. GBT Source Solutions is supported by a team of highly trained professionals and regional, field-based patient navigators that will help patients and provide resources to help HCPs understand insurance requirements and other administrative details when prescribing Oxbryta. The program features a high-touch model, including early contact to introduce the program, explain how the patient will interact with team members, and provide patient starter kits and adherence tools. Those tools include a treatment journal, a side effects management tip sheet, and bottle and
app-linked
reminders for daily dosing. We believe these tools will help patients better navigate the start of their treatments and help overall adherence.
 
  •  
Our field team, which consists of approximately 60 Sickle Cell Therapeutic Specialists and 10 Regional Business Directors, continues to engage with nearly 5,000 targeted HCPs to educate them on Oxbryta’s broad label.
 
  •  
We are introducing new education materials with information on the
72-week
HOPE Study data presented at the ASH Annual Meeting & Exposition in December 2020, as well as the favorable safety and tolerability and durable efficacy seen with sustained use of Oxbryta.
Shortly after
COVID-19
was declared a global pandemic in March 2020, many states where SCD is prevalent were effectively shut down and, in a matter of a few days, we pulled our salesforce from the field for their safety and that of HCPs and patients. We immediately began the process of adapting our sales approach to virtual engagements, and we reengaged HCPs via telephone and video meetings.
In June 2020, the CDC identified SCD as one of a few underlying medical conditions that place adults of any age at increased risk of severe illness and death from the virus that causes
COVID-19.
We believe the
 
4
pandemic directly decreased SCD patient visits to HCPs, with SCD patient visits decreasing sharply early in the second quarter of 2020 and then recovering somewhat to remain for the rest of 2020 at about 70% to 80% of the
pre-COVID-19
pandemic baseline. In addition, the weekly number of hospital inpatient admissions for VOCs decreased by
20-50%
in the second and third quarters of 2020 as compared to baseline at the beginning of 2020.
The
COVID-19
pandemic also impacted new prescriptions of Oxbryta. In the first quarter of 2020, we reported 1,650 new prescriptions. Despite the increasing impact of
COVID-19
starting at the end of the first quarter, we added approximately 1,000 new prescriptions in each of the remaining three quarters of 2020. We believe this is an indicator of the underlying demand for Oxbryta. It also reflects increases in the use of telemedicine by HCPs, and our field team’s virtual engagements and
in-person
visits, with safety protocols in place, in the geographies that allowed
in-person
interaction.
When the pandemic subsides, we expect that, over time, the number of new Oxbryta prescriptions will grow and surpass
pre-COVID-19
pandemic levels. We also expect that our initiatives will help improve patient adherence to Oxbryta, which is an important lever for chronic therapies.
Expand clinical data and potential approved product labeling supporting Oxbryta.
We have a comprehensive plan to continue to build clinical evidence supporting the safety and efficacy of Oxbryta, now that our Phase 3 HOPE Study that provided the support for accelerated approval of the product has concluded. This plan includes studies designed to demonstrate that improving hemoglobin and reducing hemolysis leads to an improvement in organ dysfunction (as assessed in various organs) and exercise capacity.
We are continuing to study Oxbryta in the ongoing Phase 2a HOPE-KIDS 1 Study, an open-label, single- and multiple-dose trial evaluating the safety, tolerability, pharmacokinetics and exploratory treatment effect of Oxbryta in pediatric patients aged 4 to 17 years with SCD, and our HOPE-KIDS 2 Study, a Phase 3 clinical trial that we intend to satisfy the FDA’s requirement for us to complete at least one post-approval confirmatory study. Initiated in December 2019, our HOPE-KIDS 2 Study is using TCD flow velocity to seek to demonstrate a decrease in stroke risk in children 2 to 15 years of age. The ActIVe Phase 4 study, a pilot, open-label,
single-arm
study, aims to evaluate the effect of Oxbryta on activity levels and sleep quality, as measured by actigraphy in patients 12 years of age and older with SCD. In addition, we are planning a comprehensive program to gather and evaluate real world evidence and historical data to further review the long-term connection between improvements in hemoglobin and organ damage and longer-term outcomes, with an initial focus on stroke and silent infarct. We also plan to study the potential effects of Oxbryta on leg ulcer healing, blood flow within the brain and neurocognitive function and we plan to assess pulmonary hypertension and resting oxygen saturation. These and other aspects of our overall clinical development program for Oxbryta are also intended to position us to be able to seek potential approval over time for product labeling for Oxbryta for patients younger than the current age limit (12 years old), down to as young as 9 months of age.
By mid-2021, we plan to submit a sNDA to expand the current Oxbryta label to include treatment of SCD in children ages 4 to 11 years, under the FDA’s accelerated approval pathway, which submission will include clinical data from our Phase 2a HOPE-KIDS 1 study. Thereafter, we also plan to submit an NDA for a new age-appropriate formulation for this patient population. In addition, we initiated a multi-center expanded access protocol in the United States for pediatric patients to provide access to treatment with Oxbryta prior to potential market authorization for children ages 4 to 11 years who, in the judgment of their treating physician, have an urgent need for treatment for their SCD, have no comparable or satisfactory treatment options and are unable to participate in our clinical trials.
Expand the approved use of Oxbryta in Europe, the Middle East and Latin America.
In Europe, there are approximately 52,000 SCD patients, the majority of whom are in two countries, France and the United Kingdom. In December 2020, we initiated an early access program in Europe and other regions
 
5
outside the United States, for the treatment of hemolytic anemia in SCD patients ages 12 years and older. Through the program, physicians in countries with an early access regulatory and legal pathway may be able to request voxelotor for eligible SCD patients who do not have access to the medicine as part of a clinical trial.
In January 2021, the EMA accepted for review our MAA seeking full marketing authorization of Oxbryta to treat hemolytic anemia (which is low hemoglobin due to red blood cell destruction) in SCD patients ages 12 years and older. The MAA is undergoing standard review by the EMA, and we could potentially secure approval as early as first or second quarter of 2022. The MAA is based on data from our Phase 3 HOPE Study and our Phase 2 HOPE-KIDS 1 Study, both of which enrolled patients at clinical sites in Europe. The EMA has included Oxbryta in its Priority Medicines (PRIME) program, and the European Commission, or EC, has designated Oxbryta as an orphan medicinal product for the treatment of patients with SCD. In addition, we currently plan to submit a separate application for the potential approval of Oxbryta in Great Britain that would rely on the decision, if positive, taken by the EC on our current MAA, as described below under “Regulatory Path for Oxbryta in International Markets.”
In the GCC region, where there are estimated to be more than 100,000 SCD patients age 12 years and older, we established an exclusive agreement with
Biopharma-MEA
to potentially secure regulatory approvals and distribute Oxbryta in the GCC region. In the GCC region, the U.S. approval of Oxbryta can be referenced to allow for access to the medicine while health authorities conduct their reviews.
In Latin America, where there are approximately 100,000 SCD patients, mostly in Brazil, we plan to establish a distribution agreement with a local partner to potentially secure regulatory approvals and distribute Oxbryta in this market.
Advance our innovative pipeline: inclacumab, GBT601 and other next-generation treatments.
Our strategy includes the expansion of our product pipeline through the discovery and development of novel therapeutic approaches for SCD and grievous blood disorders, including with our internal programs of inclacumab and GBT601 and under our collaboration with Syros. In addition, our drug discovery and business development teams actively work on an ongoing basis on new opportunities to expand our product pipeline.
Improve care for SCD patients worldwide.
The majority of the global SCD patient population is outside of the United States, including more than 75% of the global incidence in
sub-Saharan
Africa and large populations in India, the Middle East, and Latin America. Each of these regions represent unique challenges to providing access due to complex healthcare systems and will require a customizable approach that meets the needs of the local community. Our clinical programs include sites outside of the United States, and participants in our clinical trials will have an opportunity to continue to receive Oxbryta until it is available in their countries. We are developing strategies to make Oxbryta available to all patients in these regions in a manner that is sustainable for us over the long term.
Key 2020 Highlights
Regulatory/Commercial
 
  •  
In 2020, we executed the commercial launch of Oxbryta in the United States, leveraging our field team and GBT Source Solutions to educate HCPs, payors and other stakeholders on Oxbryta. Over the course of the year, we secured FDA approval for patient and healthcare provider marketing materials in support of the Oxbryta launch.
 
  •  
In March 2020, we adapted our commercial launch of Oxbryta to the challenging environment created by the
COVID-19
pandemic through proactive measures to reduce the risk of spreading the
COVID-19
virus among our employees, customers, business partners and local communities.
 
  •  
In June 2020, we announced plans to seek the potential expansion of the use of Oxbryta for the treatment of SCD in children ages 4 to 11 years.
 
6
  •  
In June 2020, we announced plans to submit an MAA to the EMA for Oxbryta to treat hemolytic anemia in SCD patients ages 12 years and older by
mid-2021,
and, in January 2021, we were notified that the EMA has completed the validation of the MAA we submitted and has started its standard review process.
 
  •  
In September 2020, we announced our entry into an exclusive agreement with
Biopharma-MEA
to distribute Oxbryta in the GCC region.
 
  •  
As of the end of September 2020 (a quarter ahead of our goal), we achieved broad payer coverage for Oxbryta in the United States, defined as 90% of lives covered by payers either through published policies or verified patient adjudication.
 
  •  
In December 2020, we initiated two early access programs for Oxbryta. One is in Europe and other regions outside the United States, for the treatment of hemolytic anemia in eligible SCD patients ages 12 years and older, and the other is a multi-center expanded access protocol in the United States for eligible pediatric SCD patients to provide access prior to potential market authorization for children ages 4 to 11 who have no alternative treatment options.
SCD Community
 
  •  
In March 2020, as a response to the
COVID-19
pandemic and its impact on the SCD community, we created the GBT Community Fund, under which we provided $150,000 in grants to support the acute needs of SCD patients and families during the pandemic. At that time, we also made a donation of $100,000 to the Sickle Cell Disease Association of America (SCDAA) in response to its urgent call for its
COVID-19
Emergency Fund, and employees and members of our Board of Directors contributed more than $100,000 to support the SCD community during the pandemic.
 
  •  
In June 2020, we awarded a total of $250,000 in grants to five
non-profit
organizations through our Access to Excellent Care for Sickle Cell Patients (ACCEL) Grant Program. The program provides grant funding to support novel projects aimed at improving access to high-quality healthcare for individuals with SCD.
 
  •  
In September 2020, we hosted the 9th Annual Sickle Cell Disease Therapeutics Conference, which featured discussions about the latest advances and future trends in the treatment of SCD, and the impact of
COVID-19
on this vulnerable patient population.
 
  •  
In December 2020, as part of the GBT Gives Back initiative, GBT employees donated more than $40,500 to sickle cell organizations across the globe.
Medical Meeting Presentations and Publications
 
  •  
In June 2020, we presented four abstracts at the virtual edition of the 25th Annual European Hematology Association Congress. This included a retrospective analysis of data from the landmark STOP 2 study (Stroke Prevention in Sickle Cell Anemia) linking higher Hb levels to lower TCD flow velocity, a predictor of stroke risk in children with SCD, and three encore presentations of the pivotal Phase 3 HOPE Study that reinforced key attributes of Oxbryta.
 
  •  
In October 2020, we presented two abstracts that provide greater insight into the safety and efficacy of Oxbryta at the 15th Annual Scientific Conference on Sickle Cell and Thalassemia (ASCAT) and 1st EHA European Sickle Cell Conference.
 
  •  
In December 2020, we presented nine abstracts related to our SCD programs at ASH, including the
72-week
analysis of the completed Phase 3 HOPE Study of Oxbryta, real-world evidence supporting the use of Oxbryta, and new research on our pipeline programs, inclacumab and GBT601.
 
7
Corporate
 
  •  
We announced the appointment of a head of research and development who is expected to join us in May 2021 and, in August 2020, we added a chief medical officer to our senior management team.
 
  •  
In October 2020, we received the 2020 Rare Impact Award
®
for Industry Innovation for Oxbryta from the National Organization for Rare Disorders (NORD); in addition, Oxbryta was selected as Breakthrough Drug of the Year by the 2020 National Xconomy Awards.
Further Details on SCD
SCD is a devastating and rare inherited blood disorder that impacts hemoglobin, a protein carried by RBCs that delivers oxygen to tissues and organs throughout the body. It attacks every organ in the body and causes a wide range of complications, including inflammation, multi-organ damage and failure and early death. Many of these start with anemia and hemolysis. Beginning in childhood, patients can suffer unpredictable and recurrent episodes or crises of severe pain due to blocked blood flow to organs, which often lead to physical and psychosocial disability. In addition, the constant destruction of RBCs and the release of their contents into the blood often leads to damaged or diseased blood vessels, which further exacerbate blood flow obstruction and multi-organ damage. Consequences of SCD can manifest in early childhood and may include stroke, spleen failure, pulmonary hypertension, acute chest syndrome, liver disease, kidney failure, leg ulcers, priapism, which is a medical emergency due to refractory penile erection, and premature death. In the United States, SCD has been estimated to shorten patient life expectancy by approximately 30 years even with available medical care.
SCD is a genetic blood disorder caused by a single gene mutation in the beta-chain of hemoglobin, which results in mutant hemoglobin known as HbS. Hemoglobin is the protein in RBCs that carries oxygen from the lungs to the body’s tissues, releases oxygen at the tissues, and returns carbon dioxide from the tissues back to the lungs. Hemoglobin accomplishes this by binding and then releasing oxygen through allosterism, which means the hemoglobin molecule changes its shape to have a high affinity for oxygen in the lungs, where oxygen is abundant, and to have a low affinity for oxygen in the tissues, where oxygen must be released. Oxyhemoglobin, the high oxygen affinity form of hemoglobin, is formed in the lungs during respiration, when oxygen binds to the hemoglobin molecule. Deoxyhemoglobin, the low oxygen affinity form of hemoglobin, is formed when oxygen molecules are removed from the binding site as blood flows from the lungs to the tissues in the body. In patients with SCD, deoxygenated HbS molecules polymerize to form long, rigid rods within an RBC, much like a “sword within a balloon.” As a consequence, the normally round and flexible RBC becomes rigid and elongates into a “sickled” shape. Sickled RBCs do not flow properly in the bloodstream; they clog small blood vessels and reduce blood flow to the organs. This results in inadequate oxygen delivery, or hypoxia, to all body tissues, which can lead to multi-organ failure and premature death.
 
8
The following graphic illustrates the process by which sickling occurs in SCD patients as a result of the polymerization of deoxygenated HbS in an RBC, leading to occluded blood flow, in contrast to a normal RBC:
 

SCD manifests in individuals who inherit at least one HbS gene from a parent and an additional mutation on the second beta globin gene from the other parent. There are several different genotypes of SCD, including the following major genotypes:
 
  •  
HbSS, or sickle cell anemia, where both genes are HbS;
 
  •  
HbSC, where one gene is HbS, and the other is HbC (inherited from a
non-SCD
impacted parent); and
 
  •  
HbS/ßthal, where one gene is HbS, and the other is Beta thalassemia.
SCD Patient and Community Impact
The Centers for Disease Control and Prevention, or CDC, estimates the prevalence of SCD at more than 100,000 individuals in the United States. The incidence of SCD is estimated at approximately 1 in 2,000 to 2,500 newborns in the United States. In addition, there an estimated 52,000 individuals in Europe, more than 100,000 people age 12 years and older in the GCC region and approximately 100,000 individuals in Latin America, primarily in Brazil, living with the disease. SCD occurs predominantly in populations of African, Middle Eastern and South Asian descent, and the global incidence of is estimated to be 250,000 to 300,000 births annually. While newborn screening is mandatory in the United States, Brazil, Costa Rica, France, United Kingdom, Spain and Netherlands, it remains inconsistent in countries throughout other regions of the world including Europe, Latin America, Middle East, South Asia and
sub-Saharan
Africa.
Of SCD patients in the United States, approximately 45% are under the age of 18, and approximately 60% to 65% have the HbSS genotype, which is often referred to as sickle cell anemia, with the remaining 35% to 40% having other genotypes. In all genotypes of SCD, the mechanism that leads to the consequences of the disease involves the polymerization of HbS in its deoxygenated state, which results in RBC sickling. Our Phase 3 HOPE Study included SCD patients with all genotypes of SCD, and showed Oxbryta is active across all SCD genotypes. As a result, Oxbryta is approved for use with all SCD genotypes.
SCD is associated with a high healthcare utilization and economic burden. It is estimated that in the United States, the annual cost of medical care for an SCD patient with complications is up to $286,000 and that
end-organ
damage drives major healthcare utilization, with an average SCD patient receiving healthcare services for 30 to 54 days per year. In addition, there is potential for a significant financial burden on patients and society: it is estimated that SCD patients are deprived of approximately $700,000 in lost lifetime income, not including the impact on caregiver productivity. As a result, we believe that a safe, effective and convenient oral treatment for SCD has the potential to be well received by patients, physicians and payors.
 
9
Nearly 50% of SCD patients will experience one or more VOCs in a year. At least 80% of all hospitalizations of SCD patients are for a VOC, and in around 50% of these cases, the patient will be readmitted within 90 days for another VOC, adding to the cost of the index hospitalization. As a result, we believe that a safe, effective and convenient treatment that can reduce the frequency of VOCs and related hospital readmissions has the potential to be well received by patients, physicians and payors.
Other Current Treatment Options
There has historically been limited innovation in the development of SCD therapies and there remains a significant unmet medical need for SCD patients. In recent years this has begun to change, including the FDA approval of Oxbryta in November 2019, and a significant increase in orphan drug approvals by the FDA. However, there are limitations to other currently approved treatment options.
The first drug approved to treat SCD, known as hydroxyurea, which was initially approved as a chemotherapy drug, was approved by the FDA in 1998 for the treatment of sickle cell anemia in adults with three or more painful crises per year. The use of hydroxyurea is significantly limited by its side effect profile, variable patient responses and concerns regarding long-term toxicity. Hydroxyurea’s side effects include impairment of fertility, suppression of white blood cells, or neutropenia, and suppression of platelets, or thrombocytopenia, which place patients at risk for infection and bleeding.
In July 2017, the FDA approved
L-glutamine
oral powder for patients age five and older with SCD to reduce severe complications associated with the disorder. In January 2018, Emmaus Life Sciences, Inc., the marketer for Endari
®
(L-glutamine
oral powder) announced the availability of the product to patients. Endari is supplied to patients as powder that requires a large volume administration (5 grams—15 grams) mixed with liquid or food twice a day.
In November 2019, the FDA approved Adakveo
®
(crizanlizumab) to reduce the frequency of VOCs, or pain crises, in adult and pediatric patients aged 16 years and older with SCD, and it was made available to patients before the end of 2019. Crizanlizumab is administered via a
30-minute
intravenous, or IV, infusion given once per month by a health care provider.
In addition to treatment with hydroxyurea,
L-glutamine
and crizanlizumab, transfusions with normal blood are an option to help alleviate anemia, which is a common symptom of SCD, and reduce sickling of RBCs. Blood transfusions have a number of limitations, including the expense of treatment, lack of uniform accessibility and risks ranging from allergic reactions to serious complications such as blood-borne infection and iron overload, which can cause organ damage. The only potentially curative treatment currently available for SCD patients is bone marrow transplantation, which requires a suitable matching donor and carries significant risks, including an approximately 5% mortality rate. Despite these other current treatment options, blood transfusion and palliative therapy for acute pain attacks, patients with SCD continue to suffer serious morbidity and premature mortality.
In light of the devastating effects of SCD on patients and the high costs of care for these patients, there has been a significant unmet need for a treatment that:
 
  •  
inhibits abnormal hemoglobin polymer formation, the underlying mechanism of RBC sickling;
 
  •  
stops inappropriate RBC destruction and improves blood flow and oxygen delivery to tissues;
 
  •  
reduces hemolytic anemia that leads to chronic organ damage and early mortality in patients with SCD;
 
  •  
prevents or reduces the episodes or crises of severe pain associated with SCD;
 
  •  
modifies the long-term course of the disease;
 
  •  
is effective in all SCD genotypes and in both children and adults;
 
10
•  
has a more favorable side effect profile than currently available therapies; and
 
  •  
is available as a convenient, oral therapy.
In addition, while there have been therapies approved to treat patients with VOCs, or pain crises, there remains an opportunity to improve care with a treatment that:
 
  •  
similar to crizanlizumab, reduces the frequency of VOCs, but with a more convenient dosing schedule; and
 
  •  
reduces the hospital
re-admission
rate due to VOCs in patients that are admitted to the hospital for a VOC.
Oxbryta –
Mechanism, Development and Approval
In November 2019, we received FDA accelerated approval for Oxbryta for the treatment of SCD in adults and children 12 years of age and older. Oxbryta, an oral, once-daily therapy, is the first
FDA-approved
treatment that directly inhibits sickle hemoglobin polymerization, the root cause of SCD. We believe the label for Oxbryta highlights several important attributes for physicians and patients, including:
 
  •  
A broad indication for use with no hemoglobin level restrictions and no clinically significant differences in the pharmacokinetics based on age, sex, body weight or mild to severe renal impairment;
 
  •  
A specific description of Oxbryta as a hemoglobin S polymerization inhibitor that may inhibit RBC sickling, improve RBC deformability, and reduce whole blood viscosity;
 
  •  
No restriction on use with or without hydroxyurea; and
 
  •  
Clinical data highlights from the HOPE Study, including the subject-level change from baseline in hemoglobin at week 24 in patients who completed 24 weeks of treatment with Oxbryta 1500 mg dose or placebo.
Overview of Hemoglobin Biology and Oxbryta’s Mechanism of Action
Hemoglobin transports oxygen from the lungs to the body’s tissues, releases oxygen into the tissues, and returns carbon dioxide from the tissues back to the lungs by changing its shape to be high affinity for oxygen in the lungs, where oxygen is abundant, and low affinity for oxygen in the tissues, where oxygen must be released. An important tool for assessing how readily hemoglobin acquires and binds oxygen in the lungs and releases oxygen into the tissues is the oxygen equilibrium curve, or OEC. The OEC represents the proportion of oxyhemoglobin, measured as the percentage of oxygen saturation (O
2
 % saturation) on the vertical axis relative to the amount of oxygen dissolved in blood, indicated as the oxygen tension, or partial pressure of oxygen (pO
2
) measured in millimeters of mercury (mmHg), on the horizontal axis.
We have demonstrated in preclinical models that our novel hemoglobin modifiers, including Oxbryta, bind to hemoglobin, resulting in increased oxygen affinity. The effect of Oxbryta on the measured OEC is a shift of the curve to the left. In other words, at a given prevailing oxygen tension in the blood, we have observed a higher percentage of oxygen saturation, or a higher proportion of oxyhemoglobin in the blood, following the administration of Oxbryta.
In several preclinical studies of SCD, scientists have demonstrated that hemoglobin in the oxygenated state is a potent inhibitor of HbS polymerization. Since HbS polymerization occurs in the deoxygenated state, we believe that increasing the proportion of oxyhemoglobin, or “left-shifting” the OEC, should delay the polymerization of HbS and prevent the sickling of RBCs, which may ameliorate many of the clinical manifestations of SCD. Importantly, we are able to measure the proportion of hemoglobin modification (%HbMOD), which is expressed as the percentage of hemoglobin molecules occupied or bound by Oxbryta.
 
11
HbF, which is present during fetal development and persists for up to six to nine months in infants until it is replaced by adult hemoglobin, has an inherent high affinity for oxygen, which is critical for a developing fetus to capture oxygen from the mother’s blood. Newborns with SCD do not experience RBC sickling until approximately six to nine months of age, after which HbF is no longer expressed. Additionally, it has been observed that rare individuals who have inherited the HbS mutation and a gene modification that allows them to continue to express 10% to 30% HbF in their RBCs into adulthood do not exhibit the clinical manifestations of SCD, despite expressing up to 90% HbS in their blood. HbF dilutes the concentration of deoxygenated HbS that can participate in polymerization, and, thereby, prevents hemoglobin polymer from forming.
Based on these observations, during our development of Oxbryta we posited that to delay polymerization of HbS, Oxbryta would need to bind to only approximately 10% to 30% of the total hemoglobin in a patient’s blood. One theoretical concern regarding increasing the affinity of hemoglobin for oxygen is that excessive oxygen affinity could prevent hemoglobin from releasing oxygen into the tissues, thus causing hypoxia. However, we have not observed any findings from our clinical programs that demonstrated any evidence of such tissue impairment. Based on HbF data, our animal toxicology studies, and our clinical studies, we believe our target modification of the total hemoglobin in a patient’s blood does not adversely compromise oxygen delivery to the tissues. This is supported by exercise testing we have performed in SCD patients and healthy volunteers showing normal oxygen consumption and the absence of a dose level or exposure related increase in erythropoietin levels in patients enrolled in the HOPE Study.
Oxbryta increases hemoglobin’s affinity for oxygen by binding to the alpha-chain of hemoglobin. Oxbryta has been demonstrated keep a proportion of HbS in its oxygenated state so it cannot participate in polymerization. Similar to HbF, by diluting total HbS with a proportion of Oxbryta-bound hemoglobin, Oxbryta prevents hemoglobin polymer formation. Based on its mechanism of action, we believe that Oxbryta can reduce the physical and clinical manifestations of SCD.
Overview of Phase 3 and Other Oxbryta Clinical Trials
Phase 3 HOPE Study
We completed a randomized, double-blind, placebo-controlled, multi-national Phase 3 clinical trial of Oxbryta in adult and adolescent patients with SCD that we refer to as the HOPE (Hemoglobin Oxygen Affinity Modulation to Inhibit HbS PolymErization) Study, the interim results of which we used as the basis for our accelerated approval under Subpart H of FDA’s NDA regulations. Data from the Phase 3 HOPE Study of 274 patients 12 years of age and older with SCD showed that the HOPE Study met its primary endpoint of an improvement in hemoglobin greater than 1 g/dL at 24 weeks with Oxbryta 1500 mg compared with placebo: After 24 weeks of treatment, 51.1% of patients receiving Oxbryta achieved a greater than 1 g/dL increase in hemoglobin compared with 6.5% receiving placebo (p<0.001). In addition, the data demonstrated corresponding improvements in other markers of hemolysis as well as a favorable safety and tolerability profile for Oxbryta. These interim Phase 3 HOPE data were published in the June 2019 issue of the
New England Journal of Medicine
.
In connection with the accelerated approval of Oxbryta, we submitted the final study report for the Phase 3 HOPE Study to the FDA in September 2020. This report included completed long-term results from the Phase 3 HOPE Study, which demonstrated that Oxbryta at 1500 mg resulted in durable improvements in hemoglobin levels and markers of hemolysis up to 72 weeks of treatment. As shown in the following graph, a large majority of patients (approximately 90%) achieved a Hb improvement of >1 g/dL from baseline at one or more time points during the study as compared to placebo (approximately 25%). The study also found significant improvements in markers of hemolysis in indirect bilirubin and reticulocyte percentage. Consistent with the
24-week
data, treatment with Oxbryta remained well tolerated. The most common side effects reported were headache, diarrhea, abdominal pain, nausea, arthralgia, rash and pyrexia.
 
12

Hb, hemoglobin
Source: Long-Term Efficacy and Safety of Voxelator in Adolescents and Adults with Sickle Cell Disease: HOPE Trial 72-Week Analysis, ASH 2020 Poster #1716
As presented at the ASH Annual Meeting & Exposition in December 2020, the annualized incidence rates of VOCs were numerically lower in patients receiving Oxbryta 1500 mg (2.4) than placebo (2.8); and this numerical difference was greater in patients who had experienced two or more VOCs in the year prior to the study. In addition, a
post-hoc
analysis of the long-term results from the Phase 3 HOPE Study found that higher hemoglobin levels achieved with Oxbryta were associated with a lower incidence of VOCs over 72 weeks. Patients with the highest average hemoglobin levels over 72 weeks experienced the fewest VOCs with Oxbryta, with a stepwise reduction in VOC rate as hemoglobin levels increased. While the Phase 3 HOPE Study was not designed or powered to show an effect on VOCs, these results suggest the importance of reducing hemolysis and raising hemoglobin in individuals with SCD through inhibition of polymerization.
Another analysis of the long-term results from the Phase 3 HOPE Study used the Clinical Global Impression of Change
(CGI-C)
scale, a validated outcomes measure that provides a holistic assessment of the effect of treatment. Results showed that treatment with Oxbryta compared to placebo resulted in a statistically significant higher rating of improved overall patient health status after 72 weeks by the treating physician.
As part of the accelerated approval for Oxbryta, we agreed with the FDA to complete at least five years of
follow-up
for all patients on treatment and submit to the FDA interim reports each year in June from 2021 to 2025.
Real-World Use Studies
Data and analyses from real-world experience with Oxbryta were presented at the ASH Annual Meeting & Exposition in December 2020, including:
 
  •  
An analysis evaluating Symphony Health claims data from a subset of 1,275 SCD patients ages 12 and older treated with Oxbryta, which showed statistically significant reductions in annualized transfusion rates and a reduced annual rate of VOC events following the initiation of Oxbryta therapy.
 
  •  
A study from a single-center case series showed that both patients and clinicians observed improved health status based on the Patient Global Impression – Improvement
(PGI-I)
and the Clinical Global Impression – Improvement
(CGI-I)
scales to examine patient and clinician perception of health status in patients treated with Oxbryta. In addition, while cases of gastrointestinal side effects were reported at a rate of incidence similar to that as the HOPE Study, patients were successfully managed with adjustments to dosing regimens and persisted on treatment.
 
13
Additional Studies
We are conducting and plan to conduct additional clinical trials of Oxbryta, including our ongoing Phase 2a HOPE-KIDS 1 Study, our recently initiated Phase 3 HOPE-KIDS 2 Study a dose optimization study, and the ActIVe Phase 4 study. The HOPE-KIDS 1 Study, the HOPE-KIDS 2 Study and other aspects of our overall clinical development program for Oxbryta are also intended to position us to be able to seek approval over time for product labeling for Oxbryta for patients younger than the current age limit (12 years old), down to as young as 9 months of age.
Phase 2a HOPE-KIDS 1 Study
We are continuing to evaluate the safety and pharmacokinetics of single and multiple doses of Oxbryta in adolescent and pediatric patients with SCD in an ongoing Phase 2a clinical trial, which we call the HOPE-KIDS 1 Study. Initiated in August 2016, our ongoing HOPE-KIDS 1 Study is an open-label, single- and multiple-dose Phase 2a study that is evaluating the safety, tolerability, pharmacokinetics and exploratory treatment effect of Oxbryta in pediatric patients aged 4 to 17 years with SCD. Part A of the study evaluated a single 600 mg dose of Oxbryta in 13 patients aged 6 to 17 years, while Part B was designed to explore Oxbryta at doses of 900 mg and 1500 mg per day administered to 40 patients ages 12 to 17 for 24 weeks. Part C of the study is evaluating Oxbryta at a single 1500 mg dose (or weight-based equivalent) in patients age 4 to 17 years for up to 48 weeks, and Part D of the study is evaluating the safety of Oxbryta at the weight based equivalent of 1500 mg in patients age 9 months to under 4 years as measured by Treatment Emergent Adverse Events, or TEAEs, and Serious Adverse Events, or SAEs.
Part A pharmacokinetics, or PK, data in adolescents (12 to 17 years) demonstrated that the PK and half-life of Oxbryta were similar in adolescents and adults with results supporting once-daily dosing. Part A data for pediatric patients (6 to 11 years) demonstrated that PK exposures were higher in children compared with adolescents and adults, which informed dose selection for future pediatric studies in children under 12 years of age.
The primary objective of Part B was to assess the effect of Oxbryta on anemia. Secondary objectives include effect on clinical measures of hemolysis and PK profile. Additionally, we were able to assess the exploratory endpoint of TCD flow velocity measures in this study as TCD is a measure of stroke risk in pediatric and adolescent SCD patients. TCD measurement was not a primary or secondary endpoint or eligibility criteria in the HOPE
KIDS-1
Study. Part B demonstrated a hematologic response to Oxbryta therapy, as evidenced by improvements in one or more markers of hemolysis and anemia (hemoglobin, unconjugated bilirubin and percentage reticulocyte counts).
Part C is currently enrolling patients age 4 to 17 years and will assess, as its primary endpoint, change in cerebral blood flow as measured by TCD flow velocity. Secondary measures include effect on clinical measures of hemolysis, change in cerebral blood flow and PK profile. We currently expect to complete the study in 2022.
Part D began enrolling patients age 9 months to under 4 years in 2020, and will assess, as its primary endpoint, the safety of a weight based equivalent of 1500 mg. Secondary measures include effect on clinical measures of hemolysis and PK profile.
Phase 3 HOPE-KIDS 2 Study
As a condition of accelerated approval of Oxbryta in the United States, and to potentially obtain full regulatory approval for Oxbryta, we will continue to study Oxbryta in the HOPE-KIDS 2 Study, a post-approval confirmatory study we initiated in December 2019 that is using TCD flow velocity to seek to demonstrate a decrease in stroke risk in children 2 to 15 years of age. HOPE-KIDS 2 is a randomized, placebo-controlled Phase 3 trial that will enroll approximately 220 patients with conditional TCD flow velocity (170-199 cm/sec) at about 50 sites in the United States, Europe and Africa. The primary objective of the study is to evaluate the effect of
 
14
Oxbryta on reducing the risk of stroke in children with SCD at 24 weeks months using mean change in TCD levels. Key secondary measures include conversion to normal or abnormal TCD at 96 weeks, change in hemoglobin over time and effect on clinical measures of hemolysis.
HOPE-KIDS 2 trial activities are ongoing and screening of participants has begun. We continue to focus on site training in the United States, Africa and MENA region, and enrollment of the first patient is planned for the first quarter of 2021. The overall treatment period will be 96 weeks, and, in connection with the accelerated approval of Oxbryta, we have agreed with the FDA to submit the interim study report by July 2025, complete the trial by March 2026 and to submit the final study report by September 2026.
Dose Optimization Study
As part of our overall life cycle management for Oxbryta, we have initiated a Phase 2 clinical trial to assess higher doses of Oxbryta, up to 3000 mg per day.
ActIVe Study
In order to demonstrate that Oxbryta provides a clinical benefit, we recently initiated the Phase 4 ActIVe (Actigraphy Improvement with Voxelotor) Study to evaluate daily physical activity in SCD patients 12 years of age and older who are on Oxbryta therapy.
Sales and Marketing
We assembled our commercial team and infrastructure, including up to approximately 75 internal sales personnel, key payer account management, marketing and patient and distribution support, ahead of our FDA approval of Oxbryta as part of our plan to commercialize Oxbryta as soon as practicable after approval. As such, we were able to make Oxbryta available in early December 2019. We plan to continue to efficiently support the commercial launch of Oxbryta with this targeted commercial organization, given the number of SCD patients in the United States and their geographic concentration primarily in only 17 states. In addition, the prescribing audience is concentrated as many SCD patients receive care from a hematologist or another sickle cell care provider.
We are also providing a comprehensive patient support program, called GBT Source Solutions, to support our commercialization. This high-touch support program helps patients through the entire process by (i) reviewing insurance coverage options and explaining benefits; (ii) working with the specialty pharmacy partner network to coordinate delivery of Oxbryta to wherever the patient chooses; (iii) helping with financial and copay assistance for eligible patients; and (iv) helping patients stay on treatment as prescribed by their treating physicians with a nurse support team.
With respect to commercializing Oxbryta outside of the United States, we are beginning to build a small team and additional capabilities that may be necessary to effectively support such potential commercialization, subject to any required approval. These capabilities will likely focus on a limited number of core European markets, where SCD is prevalent. Where appropriate, we may also utilize strategic partners, distributors or contract sales forces to expand the commercial availability of Oxbryta.
We currently do not expect that we will require large pharmaceutical partners for the commercialization of Oxbryta or our product candidates, although we may consider partnering in certain territories, New Molecular Entities, or NMEs, or indications for other strategic purposes. We intend to continue to evaluate our commercialization strategy as we advance our programs.
 
15
Competition
The biopharmaceutical industry is highly competitive. There are many public and private biopharmaceutical companies, universities, governmental agencies and other research organizations actively engaged in the research and development of products that may be similar to our product candidates or address similar markets. In addition, the number of companies seeking to develop and commercialize products and therapies similar to Oxbryta and our product candidates is likely to increase.
With respect to Oxbryta, inclacumab and GBT601, we face competition from the three currently
FDA-approved
treatments: hydroxyurea (marketed under several brand names, including Siklos
®
by Medunik USA, Inc., and Droxia
®
by Bristol-Myers Squibb Company, as well as in generic form), approved to reduce the frequency of painful crises and need for blood transfusions in patients with sickle cell anemia for the treatment of adults and pediatric patients age two years and older with SCD; Endari
®
(marketed by Emmaus Medical, Inc.), approved to reduce acute complications of SCD in patients age five years and older; and Adakveo (marketed by Novartis Pharmaceuticals Corporation), approved to reduce the frequency of VOCs in adult and pediatric patients age 16 years and older with SCD. Multiple companies are developing product candidates for chronic treatment in SCD, and several other companies are in early clinical trials to investigate new mechanisms of action for the chronic treatment of SCD. For example, Forma Therapeutics Holdings, LLC, with
FT-4202,
and Agios Pharmaceuticals, Inc. with mitapivat, are separately evaluating pyruvate
kinase-R,
or PKR, activators in clinical development for the potential treatment of SCD. We may also face competition from
one-time
therapies for patients with severe SCD, including hematopoietic stem cell transplantation, gene therapy and gene editing. For example, bluebird bio, Inc., is currently engaged in the clinical development of LentiGlobin, which aims to treat SCD by inserting a functional human beta-globin gene into the patient’s own hematopoietic stem cells, or HSCs, ex vivo and then transplanting the modified stem cells into the patient’s bloodstream. Bluebird has indicated its plans to pursue an accelerated development and approval pathway for its gene therapy product in SCD. In addition, gene editing, which is the process of altering specific sequences of genomic DNA, is being investigated by multiple companies for the potential treatment of SCD. For example, CRISPR Therapeutics AG is currently engaged in the clinical development of CTX001 for the potential treatment of SCD, under its collaboration with Vertex Pharmaceuticals Incorporated that is focused on the use of CRISPR’s CRISPR/Cas9 gene-editing technology to discover and develop potential new treatments aimed at the underlying genetic causes of human disease. In addition, several agents are in development for the treatment of VOC in patients with SCD.
Some of our potential competitors, alone or with their strategic partners, have substantially greater financial, technical and human resources than we do and significantly greater experience in the discovery and development of product candidates, obtaining FDA and other regulatory approvals of treatments and the commercialization of those treatments. Mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated among a smaller number of our competitors. Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, are more convenient or are less expensive than any products that we may develop. Our competitors may also obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market position before we are able to enter the market.
Regulatory Path for Oxbryta in International Markets
In January 2021, the EMA validated our MAA, submitted under the Centralized Procedure, seeking full marketing authorization, or MA, of Oxbryta to treat hemolytic anemia in SCD patients ages 12 years and older. The MAA is under a standard review by the EMA and we could potentially secure regulatory approval as early as the first or second quarter of 2022.
Now that the UK (which includes Great Britain and Northern Ireland) has exited the European Union, or EU, often referred to as Brexit, Great Britain will no longer be covered by centralized MAs granted by the EC,
 
16
which, if granted, will include our MA for Oxbryta (while, under the Northern Irish Protocol, centralized MAs will continue to be recognized in Northern Ireland). As such, potential regulatory approval of Oxbryta in Great Britain will now require an application to the UK medicines regulator, the Medicines and Healthcare products Regulatory Agency, or MHRA. For a period of two years from January 1, 2021, the MHRA may rely on a decision taken by the EC to grant an MA under the Centralized Procedure to potentially more quickly grant a new Great Britain MA, and we currently plan to utilize this pathway to seek potential approval for Oxbryta in Great Britain. A separate application will, however, still be required.
Prior to filing our MAA, in November 2016, the EC granted Orphan Drug Designation status in the EU for Oxbryta for the treatment of SCD, and, in June 2017, the EMA granted PRIME designation for Oxbryta for the treatment of SCD. The PRIME program is a regulatory mechanism that provides for early and proactive EMA support to medicine developers to help patients benefit as early as possible from innovative new products that have demonstrated the potential to significantly address an unmet medical need. In addition, we have initiated an early access program in Europe for patients and physicians who may need access to Oxbryta prior to potential marketing authorization.
In September 2020, we entered into an exclusive agreement with
Biopharma-MEA
to distribute Oxbryta in the GCC region.
Biopharm-MEA
is responsible for registering Oxbryta with the relevant regulatory authorities in each of the countries to potentially make it broadly available. While this process is ongoing, the U.S. approval of Oxbryta can be referenced to allow for access to the medicine in the GCC region while regulatory authorities conduct their reviews.
Manufacturing
We are commercializing a solid oral formulation of a tablet form of Oxbryta, and we believe we have obtained an adequate supply of Oxbryta to satisfy our immediate commercial, clinical and nonclinical demands. We are also developing a pediatric formulation of Oxbryta for use in clinical trials and to include in our planned pediatric NDA submission for Oxbryta.
With respect to manufacturing, we do not own or operate or have any plans to establish any manufacturing facilities. We currently depend on third-party contract manufacturing organizations, or CMOs, for all of our requirements of raw materials, drug substance and drug product for our commercial, clinical and nonclinical activities for our portfolio, and we have entered into commercial manufacturing agreements with some of our CMOs to support Oxbryta commercialization. We intend to continue to rely on CMOs for the commercialization as well as continued development of Oxbryta, as well as the development and commercialization of any other product candidates, including inclacumab. Although we rely on CMOs, we have personnel and third-party consultants with extensive manufacturing experience to oversee the relationships with our contract manufacturers.
To decrease the risk of an interruption to our drug supply, when we believe it is reasonable for us to do so, we source materials from multiple suppliers so that, in general, the loss of any one source of supply should not have a material adverse effect on commercial production, project timelines or inventory of supplies for our studies or clinical trials. However, currently we have only one or a limited number of suppliers for some of these materials for Oxbryta and for other programs, and the loss of a primary source of supply could potentially delay the availability of Oxbryta or delay our development programs. We intend to maintain a safety stock of certain materials to help avoid delays in production, but we do not know whether such stock will be sufficient. In addition, we have established a second source for commercial drug substance and have identified potential second sources for finished drug product for Oxbryta commercial supply. There is no guarantee as to if or when we may establish the additional sources or whether they will be adequate in all circumstances we may encounter.
Drug Discovery and Development
Our goal is to build a robust product pipeline focused on the discovery and development of novel therapeutic approaches for SCD and grievous blood disorders. Our research and development pipeline targets
 
17
multiple pathologies, including vascular occlusion and hemoglobin polymerization, and our most advanced development programs are for inclacumab and GBT601.
We have an active business development strategy that may provide new opportunities to expand our product pipeline with next-generation treatments for SCD. To this end, we have entered into agreements with Roche and Syros.
License Agreement with F.
Hoffmann-La
Roche Ltd. and
Hoffmann-La
Roche Inc.
In August 2018, we entered into the License Agreement, or Roche Agreement, with Roche pursuant to which Roche granted us an exclusive and sublicensable worldwide license under certain patent rights and
know-how
to develop and commercialize inclacumab, including any modified compounds targeting
P-selectin
and derived from inclacumab, for all indications and uses, except diagnostic use. Roche retained a
non-exclusive,
worldwide, perpetual, royalty-free license to inclacumab solely for any diagnostic use.
We are developing inclacumab as a treatment for VOCs in patients with SCD, and we expect to be able to leverage the safety data from Roche’s prior clinical studies, which were not in patients with SCD, as we proceed with our development of inclacumab. We have submitted an Investigational New Drug application, or IND, to the FDA for inclacumab to initiate two pivotal Phase 3 clinical studies in the first half of 2021. The two global, randomized, double-blind, placebo-controlled pivotal Phase 3 trials will evaluate the safety and efficacy of inclacumab. One study is designed to measure the reduction in frequency of VOCs over one year in patients with SCD when treated with inclacumab (30 mg/kg) or placebo every 12 weeks. The second study will evaluate inclacumab based on a primary endpoint of
90-day
hospital readmission rates for VOC following an initial VOC hospitalization. Participants in that trial will receive either a single dose of inclacumab (30 mg/kg) or placebo, peri-discharge following a VOC hospitalization.
Under the Roche Agreement, we paid Roche an upfront payment of $2.0 million, and we will pay Roche up to an aggregate of $125.5 million in milestone payments for the SCD indication, including up to $40.5 million based on achievement of certain clinical development and regulatory milestones for inclacumab in the sickle cell disease indication, and up to $85.0 million based on achievement of certain thresholds for annual net sales of inclacumab. We will also pay Roche up to an additional $6.4 million in milestone payments, which are owed to a third party, based on achievement of such clinical development and regulatory milestones for inclacumab. As of December 31, 2020, we have recognized a $2.0 million clinical development milestone payment in our research and development costs for year ended December 31, 2020. We will also pay Roche up to $19.25 million in milestone payments based on achievement of certain clinical development and regulatory milestones for inclacumab for any other indication than the SCD indication. We have the right to sublicense our rights under the Roche Agreement to our affiliates without Roche’s consent. Subject to certain conditions and limitations, including Roche’s right of first negotiation described below, we will also have the right to sublicense our rights under the Roche Agreement to
non-affiliates
pursuant to partner agreements with Roche’s prior written consent, which will not be unreasonably withheld or delayed. If at any time prior to the expiration of royalty or other payment obligations under the Roche Agreement, or the earlier termination of the Roche Agreement, we intend to enter into a partner agreement to sublicense rights to inclacumab, then Roche will have a right of first negotiation during an exclusivity period to negotiate in good faith with us the terms and conditions of such proposed transaction.
Collaboration with Syros Pharmaceuticals, Inc.
In December 2019, we entered into the Syros Agreement to discover, develop and commercialize novel therapies for SCD and beta thalassemia. Under the agreement, Syros will use its leading gene control platform to identify therapeutic targets and discover small molecule drugs that potentially induce fetal hemoglobin, and we have an option to obtain an exclusive worldwide license, with the right to sublicense, under relevant intellectual property rights and
know-how
of Syros arising from the collaboration, to develop, manufacture and
 
18
commercialize any compounds or products resulting from the collaboration, subject to Syros’ option to
co-promote
the first product in the United States. If we exercise the option, we will be responsible for all development, manufacture, regulatory activities and commercialization of the compound or product. Syros and we will be responsible for our own costs incurred to conduct research activities, except that we will fund up to $40.0 million in preclinical research for at least three years. Unless earlier terminated or extended, the research program under the agreement will end on the third anniversary of the agreement.
Under the Syros Agreement, we paid Syros an upfront payment of $20.0 million, and, if we exercise the option, we may be obligated to pay Syros up to $315.0 million in option exercise, development, regulatory, commercialization and sales-based milestones per product candidate and product resulting from the collaboration. We will also be obligated to pay Syros, subject to certain reductions, tiered
mid-
to high-single digit royalties as percentages of calendar year net sales on any product resulting from the collaboration.
Social, Governance and Human Capital
Diversity & Inclusion
Since our founding, we have recognized that having a more diverse, inclusive, and equitable environment leads to increased performance, better decision making, increased productivity, and greater motivation. Our team represents a broad range of cultural and professional backgrounds that enrich our culture and drive our future growth and success. We are committed to fostering workplace development, diversity, and inclusion, or WDDI, at our company and across the biotechnology industry. We are dedicated to being at the forefront of efforts to develop a diverse and talented global workforce. We pledge to do our part to foster diversity and inclusion among our employees, customers and patients.
Human Capital Resources
As of December 31, 2020, we employed 389 full-time employees globally, including 154 in research and development and 235 in selling, general and administrative, which includes our commercial team. We have and expect to continue to retain consultants from time to time if required in connection with our business.
We consider our employees to be an essential factor in our ability to serve our customers and achieve our goal to transform the treatment of SCD, which depends on our ability to continue to attract, hire, and retain qualified personnel. We believe our employee turnover has historically been relatively low and below the average for life science companies, but with our recent headcount growth and evolution into a commercial-stage company, as well as the impact of the
COVID-19
pandemic, we have experienced an increase in the number of employees leaving the company. Given our financial resources and our track record, we continue to be able to fill the vacated positions and grow our headcount in support of our mission.
To help attract, hire and retain skilled personnel, we offer a stimulating work environment, regular performance feedback, development opportunities, potential for career advancement, and a workplace culture focused on our mission and the wellbeing of our employees. In addition, we also monitor and periodically adjust our compensation programs with the goal of providing a competitive mix of compensation (including salary, incentive bonus and equity) and benefits packages.
We have never had a work stoppage, and none of our employees is represented by a labor organization or under any collective-bargaining arrangements. We consider our employee relations to be good.
Intellectual Property
We strive to protect the proprietary technology that we believe is important to our business, including seeking and maintaining patents and patent applications intended to cover Oxbryta and our product candidates
 
19
and compositions, their methods of use and processes for their manufacture, and any other aspects of inventions that are commercially important to the development of our business. We also rely on trade secrets to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection.
We plan to continue to expand our intellectual property portfolio. We endeavor to promptly file domestic and international patent applications for new commercially valuable inventions, including applications directed to compositions and methods of treatment created or identified from our ongoing development of our product candidates. Our success will depend in part on our ability to obtain and maintain patent and other proprietary rights protecting our commercially important technology, inventions and
know-how
related to our business, defend and enforce our current and future issued patents, if any, preserve the confidentiality of our trade secrets and operate without infringing the valid and enforceable patents and proprietary rights of third parties. We also rely on
know-how,
continuing technological innovation and potential
in-licensing
opportunities to develop and maintain our intellectual property portfolio.
The patent positions of biopharmaceutical companies like us are generally uncertain and involve complex legal, scientific and factual questions. In addition, the coverage claimed in a patent application can be significantly reduced before the patent, if any, is issued, and patent scope can be reinterpreted by the courts after issuance. Moreover, many jurisdictions permit third parties to challenge issued patents in administrative proceedings, which may result in further narrowing or even cancellation of patent claims. We cannot predict whether the patent applications we are currently pursuing will issue as patents in any particular jurisdiction or whether the claims of any patents, if issued, will provide sufficient protection from competitors for our business.
Because patent applications in the United States and certain other jurisdictions are maintained in secrecy for 18 months or potentially even longer, and since publication of discoveries in the scientific or patent literature often lags behind actual discoveries, we cannot be certain of the priority of inventions covered by pending patent applications. Moreover, we may have to participate in interference proceedings or derivation proceedings declared by the United States Patent and Trademark Office, or USPTO, to determine the priority of inventions.
Patents
Our patent portfolio includes multiple issued U.S. and foreign patents, as well as multiple U.S. and foreign patent applications in various stages of prosecution or allowance. Our primary patents and patent applications relate to our general HbS intellectual property portfolio, which includes Oxbryta and its analogs.
Our HbS intellectual property portfolio is comprised of multiple patent families of patents and patent applications relating to Oxbryta and/or analogs that inhibit Hb polymerization. These patent families include patents and patent applications specifically related to Oxbryta, covering certain compositions of matter, methods of use, method of manufacture, commercial formulations, and polymorphs of Oxbryta and analogs. The pending patent applications are in a variety of jurisdictions, including the United States, jurisdictions under the Patent Cooperation Treaty and other countries.
With regard to Oxbryta specifically, we are the sole owner of issued U.S. patents covering Oxbryta, including its composition of matter, methods of use, formulations and polymorphs of Oxbryta. These issued U.S. patents covering Oxbryta are listed in the FDA Orange Book and will expire between 2032 and 2037, absent any applicable patent term extensions. Also with regard to Oxbryta specifically, we are the sole owner of issued composition of matter patents in Europe and certain other foreign jurisdictions. Any patents that may issue from our pending patent applications relating to Oxbryta in the United States or from corresponding foreign patent applications, if issued, are expected to expire between 2032 and 2037, absent any applicable patent term extensions. Some of these pending patent applications are jointly owned by us and Regents of the University of California, or the Regents, as described below.
Our other patents in our HbS intellectual property portfolio are comprised of additional issued U.S. patents covering Oxbryta analogs. These patents, and any patents that may issue from our pending patent applications
 
20
relating to Oxbryta analogs in the United States or from corresponding foreign patent applications, if issued, are currently expected to expire between 2032 and 2039, absent any applicable patent term extensions. Some of these pending patent applications are jointly owned by us and the Regents, as described below. With regard to GBT601 specifically, we are the sole owner of an issued U.S. patent covering its composition of matter, which will expire in 2039, absent any applicable patent term extensions. Any foreign patents, if issued from the same patent family, are expected to expire in 2039, absent any applicable patent term extensions.
With regard to inclacumab, we are the exclusive worldwide licensee of Roche’s patent portfolio relating to inclacumab, which includes issued U.S. and foreign patents and pending applications covering the composition of matter of inclacumab. We expect inclacumab to be eligible for regulatory exclusivity (e.g., data exclusivity for biologics and orphan drug exclusivity) in various jurisdictions such as the U.S. and Europe, which exclusivities may extend beyond patent expiry. For example, we expect inclacumab, if approved, would be eligible for regulatory exclusivity (e.g., data exclusivity for biologics and orphan drug exclusivity) in various jurisdictions such as the U.S. and Europe, which exclusivities may extend beyond patent expiry in the case of inclacumab.
In addition, we have exclusively licensed from the Regents worldwide patent rights covering Oxbryta and certain Oxbryta analogs, some of which patent rights we jointly own with the Regents. In exchange for our exclusive license, we have agreed to pay a royalty to the Regents of less than 1% on future net sales and to use commercially reasonable efforts to develop, manufacture, market and sell the products covered by the licensed patents. The risks associated with joint ownership of patent rights are more fully discussed under “Risk Factors—Risks Related to Our Intellectual Property.”
Beyond our HbS intellectual property portfolio, we own other issued U.S. and foreign patents, seek to obtain additional issued patents, and file patent applications relating to our other research and development programs over time.
Patent term
The base term of a U.S. patent is 20 years from the filing date of the earliest-filed
non-provisional
patent application from which the patent claims priority, assuming that all maintenance fees are paid. The term of a U.S. patent can be lengthened by patent term adjustment, which compensates the owner of the patent for administrative delays at the USPTO, the extent of which is offset by delays by the patent owner before the USPTO in obtaining the patent. In some cases, the term of a U.S. patent is shortened by a terminal disclaimer that reduces its term to that of an earlier-expiring patent. The term of a U.S. patent may be eligible for patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Act, to account for at least some of the time the drug is under development and regulatory review after the patent is granted. With regard to a drug for which FDA approval is the first permitted marketing of the active ingredient, the Hatch-Waxman Act allows for extension of the term of one U.S. patent that includes at least one claim covering the composition of matter of an
FDA-approved
drug, an
FDA-approved
method of treatment using the drug and/or a method of manufacturing the
FDA-approved
drug. The extended patent term cannot exceed the shorter of five years beyond the
non-extended
expiration of the patent or 14 years from the date of the FDA approval of the drug. Some foreign jurisdictions, including Europe and Japan, have analogous patent term extension provisions, which allow for extension of the term of a patent that covers a drug approved by the applicable foreign regulatory agency. Following the FDA approval of Oxbryta, we applied for patent term extension Oxbryta, and we would expect to do the same for any other eligible product candidate that receives FDA approval in the future.
Trade secrets
In addition to patents, we rely on trade secrets and
know-how
to develop and maintain our competitive position. We typically rely on trade secrets to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection. We protect trade secrets and
know-how
by establishing
 
21
confidentiality agreements and invention assignment agreements with our employees, consultants, scientific advisors and contractors. These agreements generally provide that all confidential information developed or made known during the course of an individual or entities’ relationship with us must be kept confidential during and after the relationship. These agreements also typically provide that all inventions resulting from work performed for us or relating to our business and conceived or completed during the period of employment or assignment, as applicable, shall be our exclusive property. In addition, we take other appropriate precautions, such as physical and technological security measures, to guard against misappropriation of our proprietary information by third parties.
Government Regulation
Government authorities in the United States at the federal, state and local level and in other countries extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, post-approval monitoring and reporting, marketing and export and import of drug products. Pricing of such products is also subject to regulation in many countries. Generally, before a new drug can be marketed, considerable data demonstrating its quality, safety and efficacy must be obtained, organized into a format specific to each regulatory authority, submitted for review and approved by the regulatory authority.
U.S. drug development
In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or FDCA, and its implementing regulations. Drugs are also subject to other federal, state and local statutes and regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process or after approval may subject an applicant to administrative or judicial sanctions. These sanctions could include, among other actions, the FDA’s refusal to approve pending applications, withdrawal of an approval, a clinical hold, untitled or warning letters, voluntary product recalls or withdrawals from the market, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement, or civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect on us.
Our product candidates must be approved by the FDA through the NDA process before they may be legally marketed in the United States. The process generally involves the following:
 
  •  
completion of extensive nonclinical studies in accordance with applicable regulations, including the FDA’s GLP regulations;
 
  •  
submission to the FDA of an IND, which must become effective before human clinical trials may begin;
 
  •  
approval by an independent institutional review board, or IRB, or ethics committee at each clinical trial site before each trial may be initiated;
 
  •  
performance of adequate and well-controlled human clinical trials in accordance with applicable IND regulations, good clinical practices, or GCPs, and other clinical-trial related regulations to establish the safety and efficacy of the investigational drug for each proposed indication;
 
  •  
submission to the FDA of an NDA for a new drug;
 
  •  
a determination by the FDA within 60 days of its receipt of an NDA whether to accept it for filing and review;
 
  •  
satisfactory completion of an FDA
pre-approval
inspection of the manufacturing facility or facilities where the drug is produced to assess compliance with current good manufacturing practices, or
 
22
 
cGMPs, to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality and purity;
 
  •  
potential FDA audit of the nonclinical study and/or clinical trial sites that generated the data in support of the NDA; and
 
  •  
FDA review and approval of the NDA, including consideration of the views of any FDA advisory committee, prior to any commercial marketing or sale of the drug in the United States.
The nonclinical and clinical testing and approval process requires substantial time, effort and financial resources, and we cannot be certain that any approvals for any of our product candidates, will be granted on a timely basis, or at all. The data required to support an NDA are generated in two distinct development stages: nonclinical and clinical. The nonclinical development stage generally involves synthesizing the active component, developing the formulation and determining the manufacturing process, as well as carrying out
non-human
toxicology, pharmacology and drug metabolism studies in the laboratory, which support subsequent clinical testing in humans. As the drug sponsor, we must submit the results of the nonclinical studies, together with manufacturing information, analytical data, any available clinical data or literature and a proposed clinical protocol, to the FDA as part of the IND. An IND is a request for authorization from the FDA to administer an investigational drug product to humans and must become effective before human clinical trials may begin. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA raises concerns or questions regarding the proposed clinical trial and places the IND on clinical hold within that
30-day
time period. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns or questions before the clinical trial can begin. The FDA also may impose a partial clinical hold that would limit a trial, for example, to certain doses or for a certain length of time or to a certain number of subjects.
The clinical stage of development involves the administration of the drug candidate to healthy volunteers or patients under the supervision of qualified investigators, generally physicians not employed by or under the trial sponsor’s control, in accordance with GCPs, which include the requirement that all research subjects provide their informed consent for their participation in any clinical trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria, and the parameters to be used to monitor subject safety and assess efficacy. Each protocol, and any subsequent amendments to the protocol, must be submitted to the FDA as part of the IND. Further, each clinical trial must be reviewed and approved by an independent IRB for each institution at which the clinical trial will be conducted to ensure that the risks to individuals participating in the clinical trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the informed consent form that must be provided to each clinical trial subject or his or her legal representative and must monitor the clinical trial until completed. There are also requirements governing the reporting of ongoing clinical trials and completed clinical trial results to public registries.
Clinical trials
Clinical trials are generally conducted in three sequential phases, known as Phase 1, Phase 2 and Phase 3 trials, which may overlap.
 
  •  
Phase 1 clinical trials generally involve a small number of healthy volunteers who are initially exposed to a single dose and then multiple doses of the product candidate. The primary purpose of these clinical trials is to assess the metabolism, pharmacologic action, side effect tolerability and safety of the product candidate.
 
  •  
Phase 2 clinical trials typically involve studies in disease-affected patients to determine the dose of the product candidate required to produce the desired benefits. At the same time, safety and further pharmacokinetic and pharmacodynamic information is collected, possible adverse effects and safety risks are identified, and a preliminary evaluation of efficacy is conducted.
 
23
  •  
Phase 3 clinical trials generally involve large numbers of patients at multiple sites and are designed to provide the data necessary to demonstrate the effectiveness of the product candidate for its intended use, its safety in use, and to establish the overall benefit/risk relationship of the product candidate and provide an adequate basis for product approval. Phase 3 clinical trials may include comparisons with placebo and/or other comparator treatments. The duration of treatment is often extended to mimic the actual use of a product during marketing.
Post-approval trials, sometimes referred to as Phase 4 clinical trials, may be conducted after initial marketing approval, to gain additional experience from the treatment of patients in the intended therapeutic indication. In certain instances, the FDA may mandate the performance of Phase 4 clinical trials as a condition of approval of an NDA. In addition, as part of an accelerated approval such as we received for Oxbryta under the FDA’s Subpart H regulations, at least one post-marketing study to verify clinical benefit is required.
As the drug sponsor, we must submit progress reports detailing the results of the clinical trials and other information at least annually to the FDA, as well as written IND safety reports to the FDA and the study investigators for serious and unexpected suspected adverse events, findings from other studies or animal or in vitro testing suggesting a significant risk to humans exposed to the drug and any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigator brochure. The sponsor must submit an IND safety report within 15 calendar days after the sponsor determines that the information qualifies for reporting. The sponsor also must notify the FDA of any unexpected fatal or life-threatening suspected adverse reaction within seven calendar days after the sponsor’s initial receipt of the information. Phase 1, Phase 2 and Phase 3 clinical trials may not be completed successfully within any specified period, if at all. The FDA or the sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients. Additionally, some clinical trials are overseen by an independent group of qualified experts organized by the clinical trial sponsor, known as a data safety monitoring board or committee. This group provides authorization for whether or not a trial may move forward at designated check points based on access to certain data from the trial. Concurrent with clinical trials, companies usually complete additional animal studies and must also develop additional information about the chemistry and physical characteristics of the drug as well as finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the drug candidate and, among other things, must include methods for testing the identity, strength, quality and purity of the final drug product. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the drug candidate does not undergo unacceptable deterioration over its shelf life.
A manufacturer of an investigational drug for a serious disease or condition is required to make available, such as by posting on its website, its policy on evaluating and responding to requests for individual patient access to such investigational drug. This requirement applies on the earlier of the first initiation of a Phase 2 or Phase 3 trial of the investigational drug or, as applicable, 15 days after the drug receives a designation as a breakthrough therapy, fast track product or regenerative advanced therapy.
NDA and FDA review process
The results of nonclinical studies and clinical trials, together with other detailed information, including extensive manufacturing information and information on the composition of the drug and proposed labeling, are submitted to the FDA in the form of an NDA requesting approval to market the drug for one or more specified indications. The FDA reviews an NDA to determine, among other things, whether a drug is safe and effective for its intended use and whether the product is being manufactured in accordance with cGMP requirements to assure and preserve the product’s identity, strength, quality and purity. FDA approval of an NDA must be obtained before a drug may be legally marketed in the United States.
 
24
Under PDUFA, each NDA is typically accompanied by a user fee (adjusted on an annual basis). According to the FDA’s fee schedule, effective through September 30, 2021, the user fee for an NDA is $2,875,842. PDUFA also imposes an annual prescription drug product program fee for human drugs ($336,432). Fee waivers or reductions are available in certain circumstances, including a waiver of the application fee for the first application filed by a small business having fewer than 500 employees. Additionally, an application for a product that has been designated as a drug for a rare disease or condition (referred to as an orphan drug) under section 526 of the FDCA is not subject to an application fee unless the application includes an indication for other than a rare disease or condition. Oxbryta for the treatment of SCD has been granted orphan drug designation by the FDA and by the EC.
The FDA reviews all NDAs submitted before it accepts them for filing and may request additional information rather than accepting an NDA for filing. The FDA is supposed to make a decision on accepting an NDA for filing within 60 days of receipt of the submission. Once the NDA is accepted for filing, the FDA begins an
in-depth
review of the NDA. Under the goals and policies agreed to by the FDA under PDUFA, the FDA is supposed to complete its initial review of an NDA that it has accepted for review and respond to the applicant within stated periods (within 10 months for a standard NDA and six months for an NDA designated by the agency for priority review). However, the FDA does not always meet its PDUFA goal dates for standard and priority NDAs, and the review process is often significantly extended by FDA requests for additional information or clarification.
Before approving an NDA, the FDA will conduct a
pre-approval
inspection of the manufacturing facilities for the new product (including the facilities of contract manufacturers, if applicable) to determine whether they comply with cGMP requirements. The FDA will not approve the product unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications. The FDA may also audit data from clinical trials to ensure compliance with GCP requirements. Additionally, the FDA may refer applications for novel drug products or drug products which present difficult questions of safety or efficacy to an advisory committee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions. There are likely to be extensive discussions between the FDA and the applicant during the review process. The review and evaluation of an NDA by the FDA is very comprehensive and time consuming and may take longer than originally planned to complete.
In addition, under Subpart H of the FDA’s NDA regulations, which governs accelerated approval, the FDA may approve an NDA for a new drug product on the basis of adequate and well-controlled clinical trials establishing that the drug product has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit or on the basis of an effect on a clinical endpoint other than survival or irreversible morbidity. The FDA grants accelerated approval under Subpart H for new drugs that address serious or life-threatening illnesses and that provide meaningful therapeutic benefit to patients over existing treatments, and the NDA for Oxbryta was approved by the FDA under Subpart H. Drugs approved under Subpart H, such as Oxbryta, are required to be further evaluated in at least one post-marketing study to verify clinical benefit. As a condition of accelerated approval, the FDA may also impose marketing restrictions to limit distribution or use to assure safe use of the drug, although the FDA did not impose any such requirements for the accelerated approval of Oxbryta. Pursuing accelerated approval under Subpart H does not ensure faster development timelines or ensure regulatory approval.
After the FDA evaluates an NDA, it will issue an approval letter or a complete response letter. An approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications. A complete response letter indicates that the review cycle of the application is complete and the application will not be approved in its present form, and usually describes all of the specific deficiencies in the NDA identified by the FDA. The complete response letter may require additional clinical data and/or additional clinical trial(s), and/
 
25
or other significant and time-consuming requirements related to clinical trials, nonclinical studies or manufacturing. If a complete response letter is issued, the applicant may either resubmit the NDA, addressing all of the deficiencies identified in the letter, withdraw the application, or request a hearing. Even if such data and information is submitted, the FDA may ultimately decide that the NDA does not satisfy the criteria for approval.
United States Orphan drug designation
We were granted orphan drug designation by the FDA in 2015 for Oxbryta for the treatment of SCD. Under the Orphan Drug Act in the United States, the FDA may grant orphan designation to a drug product intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States (or more than 200,000 individuals in the United States when there is no reasonable expectation that the cost of developing and making available in the United States a drug for such disease or condition will be recovered from sales in the United States of such drug). Orphan product designation must be requested before submitting an NDA. After the FDA grants orphan product designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan product designation does not convey any advantage in or shorten the duration of the regulatory review and approval process, but does confer other potential development and commercialization benefits as described below.
Our NDA seeking approval for Oxbryta for the treatment of SCD qualified for the orphan user fee exemption from the PDUFA application fee. In addition, we should qualify for additional incentives, including tax credits for qualifying clinical trials of Oxbryta, and Oxbryta also qualified for a substantial period of regulatory market exclusivity, which will expire on November 25, 2026. If a product that has orphan designation subsequently receives the first FDA approval for the disease or condition for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the same drug for the same indication for seven years from the date of such approval, except in limited circumstances, such as a showing of clinical superiority to the product with orphan exclusivity by means of greater effectiveness, greater safety, or by providing a major contribution to patient care. Competitors, however, may receive approval of different products for the indication for which the orphan product has exclusivity and may obtain approval for the same product for a different indication than that for which the orphan product has exclusivity. A competitor could also block the approval of one of our products for seven years by obtaining orphan product exclusivity for the same product (or a competitor product that contains our product candidate) for the same indication we are seeking. If a drug designated as an orphan product receives marketing approval for an indication broader than what is designated, it may not be entitled to orphan product exclusivity. Orphan drug status in the EU has similar, but not identical, requirements and benefits.
Expedited development and review programs
In addition to the US orphan drug designation, Oxbryta received a Fast Track designation from the FDA for the potential treatment of SCD. The FDA’s Fast Track program is intended to expedite or facilitate the process for reviewing new drugs that are intended to treat a serious or life threatening condition, where nonclinical or clinical data demonstrate the potential to address unmet medical needs for the condition. Fast Track designation applies to both the product and the specific indication for which it is being studied.
Any product submitted to the FDA for marketing, including under a Fast Track program, may be eligible for other types of FDA programs intended to expedite development and review, such as priority review and accelerated approval under Subpart H. Any product is eligible for priority review if it treats a serious or life-threatening condition and, if approved, would provide a significant improvement in safety and effectiveness compared to available therapies. The FDA will attempt to direct additional resources to the evaluation of an application for a new drug designated for priority review. Our NDA for Oxbryta was reviewed by the FDA pursuant to priority review and received accelerated approval under Subpart H.
Additionally, Oxbryta also received a breakthrough therapy designation from the FDA for the potential treatment of SCD. The benefits of breakthrough therapy designation include the same benefits as a Fast Track
 
26
designation, in addition to intensive guidance from the FDA to ensure an efficient drug development program. Fast Track designation, priority review, accelerated approval and breakthrough designation do not change the standards for approval but may expedite the development or approval process.
Pediatric information
Under the Pediatric Research Equity Act, or PREA, as amended, an NDA or supplement to an NDA must contain data to assess the safety and efficacy of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The FDA may grant deferrals for submission of pediatric data or full or partial waivers. A sponsor who is planning to submit a marketing application for a drug that includes a new active ingredient, new indication, new dosage form, new dosing regimen or new route of administration is required to submit an initial Pediatric Study Plan, or PSP, within sixty days of an
end-of-Phase
2 meeting or, if there is no
end-of-Phase
2 meeting as early as practicable before the initiation of the Phase 3 or Phase 2/3 study. The initial PSP must include an outline of the pediatric study or studies that the sponsor plans to conduct, including study objectives and design, age groups, relevant endpoints and statistical approach, or a justification for not including such detailed information, and any request for a deferral of pediatric assessments or a full or partial waiver of the requirement to provide data from pediatric studies along with supporting information. The FDA and the sponsor must reach agreement on the PSP. A sponsor can submit amendments to an agreed-upon initial PSP at any time if changes to the pediatric plan need to be considered based on data collected from nonclinical studies, early phase clinical trials, and/or other clinical development programs. Generally, a drug product that has an indication for which orphan drug designation has been granted is exempt from the requirement to contain an assessment of the safety and effectiveness of the product for the claimed indication in pediatric patients. Thus, our NDA for Oxbryta was not required to have this PREA assessment.
Post-marketing requirements
Following approval of a new product, a pharmaceutical company and the approved product are subject to continuing regulation by the FDA, including, monitoring and recordkeeping activities, submission of an NDA annual report, reporting of adverse experiences, product sampling and distribution requirements, and complying with complex promotion and advertising requirements, which include restrictions on promoting drugs for uses or for patient populations for which the drug was not approved (known as
“off-label
use”), and limitations on industry-sponsored scientific and educational activities and on interactions with healthcare providers. Although physicians may prescribe legally available drugs for
off-label
uses, manufacturers may not market or promote such
off-label
uses. Prescription drug promotional materials must be submitted to the FDA in conjunction with the first use of these materials, and may be required to be reviewed in advance in certain circumstances such as a new product launch, including for drugs such as Oxbryta that are approved pursuant to the FDA’s Subpart H accelerated approval regulations. After 120 days following marketing approval, promotional materials for accelerated approval drugs must be submitted 30 days prior to use. Further, if there are any modifications to the drug, including changes in indications, labeling, or manufacturing processes or facilities, the pharmaceutical company may be required to submit and obtain FDA approval of a new NDA or NDA supplement, which may require additional data or the conduct of additional nonclinical studies and clinical trials. Newly discovered or developed safety or effectiveness data may require changes to a drug’s approved labeling, including the addition of new warnings and contraindications, and also may require the implementation of other risk management measures, including a Risk Evaluation and Mitigation Strategy, or REMS, or the conduct of post-marketing studies to assess a newly discovered safety issue. The FDA has authority to require post-market studies, in certain circumstances, on reduced effectiveness of a drug and the FDA may require labeling changes related to new reduced effectiveness information.
Any distribution of prescription drug products and pharmaceutical samples must comply with the U.S. Prescription Drug Marketing Act, or PDMA, which regulates the distribution of drugs and drug samples at the federal level, and sets minimum standards for the registration and regulation of drug distributors by the states.
 
27
Both the PDMA and state laws limit the distribution of prescription pharmaceutical product samples and impose requirements to ensure accountability in distribution. The Drug Supply Chain Security Act, or DSCSA, was enacted in 2013 with the aim of building an electronic system to identify and trace certain prescription drugs distributed in the United States. The DSCSA mandates
phased-in
and resource-intensive obligations for pharmaceutical manufacturers, wholesale distributors, and dispensers over a
10-year
period that is expected to culminate in November 2023. The law’s requirements include the quarantine and prompt investigation of a suspect product, to determine if it is illegitimate, and notifying trading partners and the FDA of any illegitimate product. Drug manufacturers and their collaborators are also required to place a unique product identifier on prescription drug packages. This identifier consists of the National Drug Code, serial number, lot number and expiration date, in the form of a two dimensional data matrix barcode that can be read by humans and machines.
FDA regulations require that products be manufactured in specific approved facilities and in accordance with cGMP requirements. We rely, and expect to continue to rely, on third parties for the production of clinical and commercial quantities of our products in accordance with cGMP requirements. Our third party manufacturers must comply with cGMP requirements that require among other things, quality control and quality assurance, the maintenance of records and documentation, and the obligation to investigate and correct any deviations from cGMP. Drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP requirements and other laws. Accordingly, manufacturers must continue to expend time, money, and effort in the area of production and quality control to maintain cGMP compliance. The discovery of violative conditions, including failure to conform to cGMP requirements, could result in enforcement actions, and the discovery of problems with a product after approval may result in restrictions on a product, manufacturer or holder of an approved NDA, including recall.
Orange Book Listing
Section 505 of the FDCA describes three types of marketing applications that may be submitted to the FDA to request marketing authorization for a new drug. A Section 505(b)(1) NDA is an application that contains full reports of investigations of safety and efficacy. A Section 505(b)(2) NDA is an application in which the applicant, in part, relies on investigations that were not conducted by or for the applicant and for which the applicant has not obtained a right of reference or use from the person by or for whom the investigations were conducted. Section 505(j) establishes an abbreviated approval process for a generic version of approved drug products through the submission of an Abbreviated New Drug Application, or ANDA. An ANDA provides for marketing of a generic drug product that has the same active ingredients, dosage form, strength, route of administration, labeling, performance characteristics and intended use, among other things, to a previously approved product. Limited changes must be preapproved by the FDA via a suitability petition. ANDAs are termed “abbreviated” because they are generally not required to include nonclinical and clinical data to establish safety and efficacy. Instead, generic applicants must scientifically demonstrate that their product is bioequivalent to, or performs in the same manner as, the innovator drug through
in vitro
,
in vivo
, or other testing. The generic version must deliver the same amount of active ingredients into a subject’s bloodstream in the same amount of time as the innovator drug and can often be substituted by pharmacists under prescriptions written for the reference listed drug.
In seeking approval for a drug through an NDA, including a 505(b)(2) NDA, applicants are required to list with the FDA certain patents having claims that cover the applicant’s product and method of use. Upon approval of an NDA, each of the patents listed in the application for the drug is then published in Approved Drug Products with Therapeutic Equivalence Evaluations, also known as the Orange Book. These products may be cited by potential competitors in support of approval of an ANDA or 505(b)(2) NDA.
Any applicant who files an ANDA seeking approval of a generic equivalent version of a drug listed in the Orange Book or a 505(b)(2) NDA referencing a drug listed in the Orange Book must make patent certifications
 
28
to the FDA relating to patents submitted to the FDA for the reference product: (1) that no patent information on the reference drug or method of use that is the subject of the application has been submitted to the FDA; (2) that any and all such patents submitted to the FDA have expired; (3) the date on which any such patent will expire and that ANDA approval will not be sought until after such patent expiration; or (4) that any such patent is invalid or will not be infringed upon by the manufacture, use, or sale of the drug product for which the ANDA is submitted. The last certification is known as a paragraph IV certification. Generally, the ANDA or 505(b)(2) NDA cannot be approved until all listed patents have expired, except where the ANDA or 505(b)(2) NDA applicant challenges a listed patent through a paragraph IV certification or if the applicant is not seeking approval of a patented method of use. If the applicant does not challenge the listed patents or does not indicate that it is not seeking approval of a patented method of use, the ANDA or 505(b)(2) NDA application will not be approved until all of the listed patents claiming the referenced product have expired.
If the competitor has provided a paragraph IV certification to the FDA, the competitor must also send notice of the paragraph IV certification to the holder of the NDA for the reference listed drug and the patent owner within 20 days after the application has been accepted for filing by the FDA. The NDA holder or patent owner may then initiate a patent infringement lawsuit in response to the notice of the paragraph IV certification. The filing of a patent infringement lawsuit within 45 days of the receipt of a paragraph IV certification notice prevents the FDA from approving the ANDA or 505(b)(2) application until the earlier of 30 months from the date of the lawsuit, expiration of the patent, settlement of the lawsuit, a decision in the infringement case that is favorable to the applicant or such shorter or longer period as may be ordered by a court. This prohibition is generally referred to as the
30-month
stay.
In instances where an ANDA or 505(b)(2) NDA applicant files a paragraph IV certification, the NDA holder or patent owners regularly take action to trigger the
30-month
stay, recognizing that the related patent litigation may take many months or years to resolve. Thus, approval of an ANDA or 505(b)(2) NDA could be delayed for a significant period of time depending on the patent certification the applicant makes and the reference drug sponsor’s decision to initiate patent litigation.
In connection with the NDA submission and approval of the NDA for Oxbryta, we have listed six patents in the Orange Book for Oxbryta.
United States patent term restoration and marketing exclusivity and biosimilars in the U.S. and EU
Depending upon the timing, duration and specifics of the FDA approval of Oxbryta and any of our drug candidates, some of our U.S. patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, commonly referred to as the Hatch-Waxman Amendments. The Hatch-Waxman Amendments permit a patent restoration term of up to five years as compensation for patent term lost during product development and the FDA regulatory review process. However, patent term restoration cannot extend the remaining term of a patent beyond a total of 14 years from the product’s approval date. The patent term restoration period is generally
one-half
the time between the effective date of an IND and the submission date of an NDA, plus the time between the submission date of an NDA and the approval of that application, except that the review period is reduced by any time during which the applicant failed to exercise due diligence. Only one patent applicable to an approved drug is eligible for the patent term extension and the application for the extension must be submitted prior to the expiration of the patent. The United States Patent and Trademark Office, or USPTO, in consultation with the FDA, reviews and approves any application for patent term extension or restoration. Following the FDA approval of Oxbryta, we applied for restoration of patent term (also referred to as patent term extension) for Oxbryta.
Marketing exclusivity provisions under the FDCA provide a five-year period of
non-patent
marketing exclusivity within the United States to the first applicant to obtain approval of an NDA for a new chemical entity. A drug is a new chemical entity if the FDA has not previously approved any other new drug containing the same active moiety, which is the molecule or ion responsible for the action of the drug substance. During the
 
29
exclusivity period, the FDA may not accept for review an ANDA or a 505(b)(2) NDA submitted by another company for another drug based on the same active moiety, regardless of whether the drug is intended for the same indication as the original innovator drug or for another indication, where the applicant does not own or have a legal right of reference to all the data required for approval. However, an application may be submitted after four years if it contains a certification of patent invalidity or
non-infringement
to one of the patents listed with the FDA by the innovator who holds the NDA for the active agent. The FDA has granted Oxbryta five-year marketing exclusivity, which will expire on November 25, 2024.
The FDCA also provides three years of marketing exclusivity for an NDA, or supplement to an existing NDA for a drug product that contains an active moiety that has been previously approved if new clinical investigations, other than bioavailability studies, that were conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the application, for example for new indications, dosages or strengths of an existing drug. This three-year exclusivity covers only the modification for which the drug received approval on the basis of the new clinical investigations and does not prohibit the FDA from approving ANDAs for drugs containing the active agent for the original indication or condition of use.
Five-year and three-year exclusivity will not delay the submission or approval of a full NDA by a competitor. However, an applicant submitting a full NDA would be required to conduct or obtain a right of reference to all of the nonclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and efficacy. Pediatric exclusivity is another type of regulatory market exclusivity in the United States which, if granted, adds six months to the end of existing exclusivity periods and patent terms, and may be granted based on the voluntary completion of a pediatric trial in accordance with an
FDA-issued
pre-approval
written request for such a pediatric trial where information relating to the use of the product candidate in a pediatric population may produce health benefits in that population.
In addition, in the United States, the Biologics Price Competition and Innovation Act of 2009 created an abbreviated approval pathway for biological products that are demonstrated to be “highly similar” or “biosimilar” to or “interchangeable” with an FDA approved biological product. This pathway allows competitors to reference the FDA’s prior approvals regarding innovative biological products and data submitted with a BLA to obtain approval of a biosimilar application twelve years after the time of approval of the innovative biological product. The twelve-year exclusivity period runs from the initial approval of the innovator product and not from approval of a later new indication, if any. In addition, the twelve-year exclusivity period does not prevent another company from independently developing a product that is highly similar to the innovative product, generating all the data necessary for and seeking approval under a full BLA. Further, it is possible that a biosimilar applicant could obtain approval for one or more of the indications approved for the innovator product by extrapolating clinical data from one indication to support approval for other indications. In the European Union, the European Commission has similarly granted marketing authorizations for biosimilars once the marketing exclusivity rights for the innovator product have expired. The EMA has published general and product class-specific guidelines to assist biosimilar developers in preparing marketing authorization applications for biosimilars. An applicant for a marketing authorization for a biosimilar in the European Union is required to demonstrate through comparability studies with the ‘reference’ biological medicine that: (i) their biological medicine is highly similar to the reference medicine, notwithstanding natural variability inherent to all biological medicines; and (ii) there are no clinically meaningful differences between the biosimilar and the reference medicine in terms of safety, quality and efficacy. Both the United States and the EU provide pathways for biologics competitors to seek approval for biosimilar products at the end of the relevant exclusivity period or, in some circumstances, before such period expires (for example, if a biosimilar applicant obtains approval for one or more of the indications approved for the innovator product by extrapolating clinical data from one indication to support approval for other indications). We are aware of many pharmaceutical and biotechnology and other companies that are actively engaged in research and development of biosimilars or interchangeable products.
 
30
Federal, state and foreign healthcare laws, including anti-kickback, fraud and abuse and health information privacy and security laws
Manufacturing, sales, promotion and other activities following product approval are also subject to regulation by numerous regulatory authorities in addition to the FDA, including, in the United States, the Centers for Medicare & Medicaid Services, or CMS, other divisions of the Department of Health and Human Services, or HHS, the United States Department of Justice, the Drug Enforcement Administration, the Consumer Product Safety Commission, the Federal Trade Commission, the Occupational Safety & Health Administration, the Environmental Protection Agency and state and local governments.
Although we do not provide healthcare services, submit claims for third-party reimbursement, or receive payments directly from Medicare, Medicaid or other third-party payors for our products, we are subject to broadly applicable healthcare fraud and abuse regulation and enforcement by federal and state governments. Additionally, healthcare providers and third-party payors play a primary role in the recommendation of drugs and other medical items and services. Arrangements with providers, consultants, third-party payors and customers are subject to broadly applicable fraud and abuse, anti-kickback, false claims laws, reporting of payments to physicians and teaching hospitals and patient privacy laws and regulations and other healthcare laws.
Healthcare fraud and abuse and health information privacy and security laws potentially applicable to our operations include:
 
  •  
the federal Anti-Kickback Law, which makes it illegal for any person to knowingly and willfully solicit, receive, offer or pay any remuneration (including any kickback, bribe or certain rebates), directly or indirectly, overtly or covertly, in cash or in kind, or in return for, that is intended to induce or reward referrals, including the purchase, recommendation, order or prescription of a particular drug, for which payment may be made under a federal healthcare program, such as Medicare or Medicaid. A person or entity need not have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it in order to have committed a violation. Violations are subject to civil and criminal fines and penalties for each violation, plus imprisonment and exclusion from government healthcare programs. In addition, the government may assert that a claim that includes items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act, or FCA. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution. This law applies to our marketing practices, educational programs, pricing policies and relationships with healthcare providers, by prohibiting, among other things, soliciting, receiving, offering or providing remuneration intended to induce the purchase or recommendation of an item or service reimbursable under a federal healthcare program, such as the Medicare or Medicaid programs;
 
  •  
federal civil and criminal false claims laws, including the FCA, which prohibit individuals or entities from, among other things, knowingly presenting, or causing to be presented, to the federal government, claims for payment or approval that are false, fictitious or fraudulent; knowingly making, using or causing to be made or used, a false statement or record material to a false or fraudulent claim or obligation to pay or transmit money or property to the federal government; or knowingly concealing or knowingly and improperly avoiding or decreasing an obligation to pay money to the federal government. Manufacturers can be held liable under the FCA even when they do not submit claims directly to government payors if they are deemed to “cause” the submission of false or fraudulent claims. The government may deem manufacturers to have “caused” the submission of false or fraudulent claims by, for example, providing inaccurate billing or coding information to customers or promoting a product
off-label.
Companies that submit claims directly to payors may also be liable under the FCA for the direct submission of such claims. In addition, our future activities relating to the reporting of wholesaler or estimated retail prices for our products, the reporting of prices used to calculate Medicaid rebate information
 
31
 
and other information affecting federal, state, and third-party reimbursement for our products, and the sale and marketing of our products, are subject to scrutiny under this law. The FCA also permits a private individual acting as a “whistleblower” to bring actions on behalf of the federal government alleging violations of the FCA and to share in any monetary recovery. When an entity is determined to have violated the FCA, the government may impose civil fines and penalties for each false claim, plus treble damages, and exclude the entity from participation in Medicare, Medicaid and other federal healthcare programs;
 
  •  
the federal civil monetary penalties laws, which impose civil fines for, among other things, the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state health care program, unless an exception applies;
 
  •  
the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, and its implementing regulations, which created additional federal criminal statutes that prohibit knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity can be found guilty of violating HIPAA without actual knowledge of the statute or specific intent to violate it;
 
  •  
HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing regulations, including the Final Omnibus Rule published in January 2013, which impose requirements on certain covered healthcare providers, health plans, and healthcare clearinghouses as well as their respective business associates that perform services for them that involve the use, or disclosure of, individually identifiable health information, relating to the privacy, security and transmission of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions. In addition, there may be additional federal, state and
non-U.S.
laws which govern the privacy and security of health and other personal information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts;
 
  •  
federal “sunshine” requirements imposed by the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, or collectively, the ACA, on drug, device, biological and medical supply manufacturers when payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to HHS under the Open Payments Program, information regarding any payment or other “transfer of value” made or distributed to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. Failure to submit required information may result in civil monetary penalties for all payments, transfers of value or ownership or investment interests that are not timely, accurately, and completely reported in an annual submission. Effective January 1, 2022, these reporting obligations will extend to include transfers of value made to certain
non-physician
providers such as physician assistants and nurse practitioners;
 
32
  •  
federal price reporting laws, which require manufacturers to calculate and report complex pricing metrics to government programs, where such reported prices may be used in the calculation of reimbursement and/or discounts on approved products;
 
  •  
the Foreign Corrupt Practices Act, or FCPA, prohibits any United States individual or business from paying, offering, or authorizing payment or offering of anything of value, directly or indirectly, to any foreign official, political party, or candidate for the purpose of influencing any act or decision of the foreign entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the United States to comply with accounting provisions requiring the company to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations. Activities that violate the FCPA, even if they occur wholly outside the United States, can result in criminal and civil fines, imprisonment, disgorgement, oversight, and debarment from government contracts; and
 
  •  
analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers or patients; state laws that require pharmaceutical companies to comply with the industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state and local laws that require the licensure of sales representatives; state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures and pricing information; data privacy and security laws and regulations in foreign jurisdictions that may be more stringent than those in the United States (such as the European Union, which adopted the General Data Protection Regulation, or GDPR, which became effective in May 2018); state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect; and state laws related to insurance fraud in the case of claims involving private insurers.
Additionally, pricing and rebate programs must comply with the Medicaid rebate requirements of the U.S. Omnibus Budget Reconciliation Act of 1990 and more recent requirements in the ACA. If products are made available to authorized users of the Federal Supply Schedule of the General Services Administration, additional laws and requirements apply. The handling of any controlled substances must comply with the U.S. Controlled Substances Act and Controlled Substances Import and Export Act. Products must meet applicable child-resistant packaging requirements under the U.S. Poison Prevention Packaging Act. Manufacturing, sales, promotion and other activities are also potentially subject to federal and state consumer protection and unfair competition laws.
Changes in regulations, statutes or the interpretation of existing regulations could impact our business in the future by requiring, for example: (i) changes to our manufacturing arrangements; (ii) additions or modifications to product labeling; (iii) the voluntary recall or discontinuation of our products; or (iv) additional record-keeping requirements. If any such changes were to be imposed, they could adversely affect the operation of our business.
Regulations governing data collection and the use, processing and cross-border transfer of personal information
We have subsidiaries, employees and operations in Europe, which subject us to additional privacy restrictions, including in relation to employee information. We have also conducted, and expect to continue to conduct, clinical trials or continue to enroll subjects in our ongoing or future clinical trials in certain jurisdictions in which we may be subject to additional privacy restrictions. The collection, use, storage, disclosure, transfer, or other processing of personal data regarding individuals in the EU, including personal health data, is subject to the
 
33
GDPR, which became effective in May 2018. The GDPR is wide-ranging in scope and imposes numerous requirements on companies that process personal data, including requirements relating to processing health and other sensitive data, obtaining consent of the individuals to whom the personal data relates, providing information to individuals regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches, and taking certain measures when engaging third-party processors. The GDPR also imposes strict rules on the transfer of personal data to countries outside the EU, including the United States, and permits data protection authorities to impose large penalties for violations of the GDPR, including potential fines of up to €20 million or 4% of annual global revenues, whichever is greater. The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR. In addition, the GDPR includes restrictions on cross-border data transfers. The GDPR has increased our responsibility and liability in relation to personal data that we process where such processing is subject to the GDPR, and we may be required to put in place additional mechanisms to ensure compliance with the GDPR, including as implemented by individual countries. Compliance with the GDPR will continue to be a rigorous and time-intensive process that may increase our cost of doing business or require us to change our business practices, and despite those efforts, there is a risk that we may be subject to fines and penalties, litigation, and reputational harm in connection with our European activities. Further, the United Kingdom’s exit from the EU, often referred to as Brexit, has created uncertainty with regard to data protection regulation in the United Kingdom. In particular, it is unclear how data transfers to and from the United Kingdom will be regulated.
California recently enacted the California Consumer Privacy Act, or CCPA, which creates new individual privacy rights for California consumers (as defined in the law) and places increased privacy and security obligations on entities handling personal data of consumers or households. Effective as of January 2020, the CCPA requires covered companies to provide certain disclosures to consumers about its data collection, use and sharing practices, and to provide affected California residents with ways to opt out of certain sales or transfers of personal information, and also regulates employee information. Further, a new California privacy law, the California Privacy Rights Act, or CPRA, was passed by California voters in November 2020. The CPRA will create additional obligations with respect to processing and storing personal information that are scheduled to take effect on January 1, 2023 (with certain provisions having retroactive effect to January 1, 2022). While there is currently an exception in the CCPA and CPRA for protected health information that is subject to HIPAA, the CCPA and CPRA do and will impact our business activities. Other U.S. states also are considering omnibus privacy legislation and industry organizations regularly adopt and advocate for new standards in these areas.
European Union drug development, Orphan Drug and PRIME designations
In the EU, our product candidates may also be subject to extensive regulatory requirements. As in the United States, medicinal products can only be marketed if a marketing authorization from the competent regulatory authorities has been obtained.
Similar to the United States, the various phases of nonclinical and clinical research in the EU are subject to significant regulatory controls. Although the EU Clinical Trials Directive 2001/20/EC, or Directive, has sought to harmonize the EU clinical trials regulatory framework, setting out common rules for the control and authorization of clinical trials in the EU, the EU Member States have transposed and applied the provisions of the Directive differently. This has led to significant variations in the Member State regimes. Under the current regime, before a clinical trial can be initiated it must be approved in each of the EU countries where the trial is to be conducted by two distinct bodies: the National Competent Authority, or NCA, and one or more Ethics Committees, or ECs. Under the current regime all suspected unexpected serious adverse reactions to the investigated drug that occur during the clinical trial have to be reported to the NCA and ECs of the Member State where they occurred.
 
 
34
In April 2014, the EU adopted a new Clinical Trials Regulation (EU) No 536/2014, or Regulation. which is set to replace the current Clinical Trials Directive 2001/20/EC. It will overhaul the current system of approvals for clinical trials in the EU. Specifically, the new Regulation, which will be directly applicable in all Member States, aims at simplifying and streamlining the approval of clinical trials in the EU. For instance, the new Regulation provides for a streamlined application procedure via a single entry point and strictly defined deadlines for the assessment of clinical trial applications. It is expected that the new Regulation will apply following confirmation of full functionality of the Clinical Trials Information System, the centralized EU portal and database for clinical trials foreseen by the regulation, through an independent audit, which is currently anticipated to occur in December 2021.
In November 2016, the EC, acting on a positive recommendation from the Committee for Orphan Medicinal Products, or COMP, of the EMA, designated Oxbryta as an orphan medicinal product for the treatment of SCD. Orphan drug status in the EU has similar, but not identical, requirements and benefits to US orphan drug status, including 10 years of marketing exclusivity from the approval of the marketing authorization, designated product-specific consultation by the EMA, and certain reductions or exemptions in regulatory fees.
In June 2017, the EMA granted PRIME designation for Oxbryta for the treatment of SCD. The PRIME program is a new regulatory mechanism that provides for early and proactive EMA support to medicine developers to help patients benefit as early as possible from innovative new products that have demonstrated the potential to significantly address an unmet medical need, where there is no satisfactory method of diagnosis, prevention or treatment in the EU or, if there is, the new medicine will bring a major therapeutic advantage. It is intended to build upon the scientific advice scheme and accelerated assessment procedure offered by EMA. The scheme is voluntary, and eligibility criteria must be met for a medicine to qualify for PRIME. The PRIME scheme is open to medicines under development and for which the applicant intends to make an initial marketing authorization application through the Centralized Procedure. If a medicine is selected for the PRIME scheme, the EMA:
 
  •  
appoints a rapporteur from the Committee for Medicinal Products for Human Use, or CHMP, or from the Committee for Advanced Therapies, or CAT, to provide continuous support and to build up knowledge of the medicine in advance of the filing of a marketing authorization application;
 
  •  
issues guidance on the applicant’s overall development plan and regulatory strategy;
 
  •  
organizes a
kick-off
meeting with the rapporteur and experts from relevant EMA committees and working groups;
 
  •  
provides a dedicated EMA contact person; and
 
  •  
provides scientific advice at key development milestones, involving additional stakeholders, such as health technology assessment bodies and patients, as needed.
Medicines that are selected for the PRIME scheme are also expected to benefit from the EMA’s accelerated assessment procedure at the time of application for a marketing authorization. Where, during the course of development, a medicine no longer meets the eligibility criteria, support under the PRIME scheme may be withdrawn.
European Union drug review and approval
In the European Economic Area, or EEA, which is currently comprised of the Member States of the EU plus Norway, Iceland and Liechtenstein, medicinal products can only be commercialized after obtaining a Marketing Authorization, or MA. There are two types of marketing authorizations:
The centralized MA is issued by the EC through the Centralized Procedure, based on the opinion of the CHMP, and is valid throughout the entire territory of the EEA. The Centralized Procedure is mandatory for certain types of products, such as biotechnology medicinal products, orphan medicinal products, advanced-
 
35
therapy medicines (gene-therapy, somatic cell-therapy or tissue-engineered medicines), and medicinal products containing a new active substance indicated for the treatment of HIV, AIDS, cancer, neurodegenerative disorders, diabetes, auto-immune and other immune dysfunctions, and viral diseases. This mandatory Centralized Procedure applies in the case of Oxbryta for SCD, in light of the 2016 designation of Oxbryta as an orphan medicinal product for the treatment of SCD.
The Centralized Procedure is optional for products containing a new active substance not yet authorized in the EEA, or for products that constitute a significant therapeutic, scientific or technical innovation or which are in the interest of public health in the EU.
Under the Centralized Procedure the maximum timeframe for the evaluation of an MAA by the EMA is generally 210 days, when additional written or oral information is to be provided by the applicant in response to questions asked by the CHMP. Clock stops may extend the timeframe of evaluation of a MAA considerably beyond 210 days. Where the CHMP gives a positive opinion, it provides the opinion together with supporting documentation to the EC, who make the final decision to grant a marketing authorization, which is issued within 67 days of receipt of the EMA’s recommendation. Accelerated assessment might be granted by the CHMP in exceptional cases, when a medicinal product is expected to be of major public health interest, particularly from the point of view of therapeutic innovation. The timeframe for the evaluation of a MAA under the accelerated assessment procedure is generally 150 days, but it is possible that the CHMP may revert to the standard time limit for the Centralized Procedure if it determines that the application is no longer appropriate to conduct an accelerated assessment.
National MAs, which are issued by the competent authorities of the Member States of the EEA and only cover their respective territory, are available for products not falling within the mandatory scope of the Centralized Procedure. Where a product has already been authorized for marketing in a Member State of the EEA, this National MA can be recognized in other Member States through the Mutual Recognition Procedure. If the product has not received a National MA in any Member State at the time of application, it can be approved simultaneously in various Member States through the Decentralized Procedure. Under the Decentralized Procedure an identical dossier is submitted to the competent authorities of each of the Member States in which an MA is sought, one of which is selected by the applicant as the Reference Member State, or RMS. The competent authority of the RMS prepares a draft assessment report, a draft summary of the product characteristics, or SmPC, and a draft of the labeling and package leaflet, which are sent to the other Member States (referred to as the Concerned Member States) for their approval. If the Concerned Member States raise no objections, based on a potential serious risk to public health, to the assessment, SmPC, labeling, or packaging proposed by the RMS, the product is subsequently granted a National MA in all the relevant Member States (i.e., in the RMS and the Concerned Member States).
Under the above-described procedures, before granting an MA, the EMA or the competent authorities of the Member States of the EEA make an assessment of the risk-benefit balance of the product on the basis of scientific criteria concerning its quality, safety and efficacy.
Now that the UK (which includes Great Britain and Northern Ireland) has left the EU, Great Britain will no longer be covered by centralized MAs (while under the Northern Irish Protocol, centralized MAs will continue to be recognized in Northern Ireland). All medicinal products with a current centralized MA were automatically converted to Great Britain MAs on January 1, 2021. For a period of two years from January 1, 2021, the MHRA may rely on a decision taken by the EC on the approval of a new MAA in the Centralized Procedure to more quickly grant a new Great Britain MA. A separate application will, however, still be required. The MHRA also has the power to have regard to MAs approved in EEA Member States through Decentralized or Mutual Recognition Procedures with a view to more quickly granting an MA in the UK or Great Britain.
 
36
European Union market and data exclusivity
In the EEA, innovative medicinal products, qualify for eight years of data exclusivity upon marketing authorization and an additional two years of market exclusivity. The data exclusivity, if granted, prevents generic or biosimilar applicants from referencing the innovator’s
pre-clinical
or clinical trial data contained in the dossier of the reference product when applying for a generic or biosimilar MA in the EEA. During the additional
two-year
period of market exclusivity, a generic or biosimilar marketing authorization application can be submitted, and the innovator’s data may be referenced, but no generic or biosimilar product can be marketed until the expiration of the market exclusivity. The overall
ten-year
period will be extended to a maximum of 11 years if, during the first eight years of those ten years, the marketing authorization holder obtains an authorization for one or more new therapeutic indications which, during the scientific evaluation prior to their authorization, are determined to bring a significant clinical benefit in comparison with existing therapies. However, even if an innovative medicinal product gains the prescribed period of data exclusivity, another company may market another version of the product if such company obtained an MA based on a MAA with a complete independent data package of pharmaceutical tests, preclinical tests and clinical trials.
European Union orphan designation and exclusivity
In the EEA, the EC, after reviewing the opinion of the EMA’s Committee for Orphan Medicinal Products, grants orphan drug designation to promote the development of products that are intended for the diagnosis, prevention or treatment of life-threatening or chronically debilitating conditions and either (i) such condition affects not more than 5 in 10,000 persons in the EEA, or (ii) it is unlikely that the development of the medicine would generate sufficient return to justify the necessary investment in its development. In either case, the applicant must also demonstrate that no satisfactory method of diagnosis, prevention, or treatment for the condition has been authorized (or, if a method exists, the product would be a significant benefit to those affected compared to the product available).
In the EEA, orphan drug designation entitles a party to financial incentives such as reduction of fees or fee waivers and ten years of market exclusivity is granted following marketing authorization approval. During this market exclusivity period, neither the EMA nor the EC nor any of the competent authorities in the EEA Members States can accept an application or grant a marketing authorization for a “similar medicinal product.” A “similar medicinal product” is defined as a medicinal product containing a similar active substance or substances as contained in an authorized orphan medicinal product, and which is intended for the same therapeutic indication. This period may be reduced to six years if the orphan drug designation criteria are no longer met, including where it is shown that the product is sufficiently profitable not to justify maintenance of market exclusivity. Market exclusivity may also be revoked in very select cases, such as if (i) it is established that a similar medicinal product is safer, more effective or otherwise clinically superior to the authorized product; (ii) the marketing authorization holder consents to such revocation; or (iii) the marketing authorization holder cannot supply enough orphan medicinal product. Orphan drug designation must be requested before submitting an application for marketing approval. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process. In November 2016, we were granted orphan drug designation in the EU for Oxbryta for the potential treatment of SCD.
From January 1, 2021, a separate process for orphan drug designation applies in Great Britain. There is no
pre-marketing
authorization orphan designation (as there is in the EEA) and the application for orphan designation will be reviewed by the MHRA at the time of the marketing authorization application. The criteria are the same as in the EEA, except that they apply to Great Britain only (i.e., there must be no satisfactory method of diagnosis, prevention or treatment of the condition concerned in Great Britain).
 
37
Brexit and the Regulatory Framework in the UK
In June 2016, the electorate in the UK voted in favor of leaving the EU (commonly referred to as Brexit). Thereafter, in March 2017, the country formally notified the EU of its intention to withdraw pursuant to Article 50 of the Lisbon Treaty. The UK formally left the EU at the end of January 2020, with a transition period from February through December 2020 during which EU pharmaceutical law remained applicable to the UK. It remains to be seen how Brexit will impact regulatory requirements for medicinal products and devices in the UK in the long-term. The MHRA has recently published detailed guidance for industry and organizations to follow now the transition period is over, which will be updated as the UK’s regulatory position on medicinal products evolves over time.
Rest of the world regulation
For other countries outside of the EU and the United States, such as countries in the GCC region, Latin America, Eastern Europe, or Asia, the requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country to country. Additionally, the clinical trials must be conducted in accordance with GCP requirements and the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki.
If we or our partners fail to comply with applicable foreign regulatory requirements, we may be subject to, among other things, fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions and criminal prosecution.
Reimbursement
Sales of our products will depend, in part, on the extent to which our products will be covered by third-party payors, such as government health programs (e.g., Medicare and Medicaid), commercial insurance and managed healthcare organizations, as well as the level of reimbursement such third-party payors provide for our products. Patients and providers are unlikely to use our products unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of our products. In the United States, no uniform policy of coverage and reimbursement for drug products exists, and one payor’s determination to provide coverage and adequate reimbursement for a product does not assure that other payors will make a similar determination. Accordingly, decisions regarding the extent of coverage and amount of reimbursement to be provided for any of our products will be made on a
payor-by-payor
basis. Many private payors, however, use coverage decisions and payment amounts determined by CMS as guidelines in setting their coverage and reimbursement policies. The coverage determination process is often time-consuming and costly and is likely to require us to provide scientific and clinical support for the use of our product candidates to each payor individually, with no assurance that coverage and adequate reimbursement will be obtained.
The United States government, state legislatures and foreign governments have shown significant interest in implementing cost containment programs to limit the growth of government-paid health care costs, including price-controls, restrictions on reimbursement and requirements for substitution of generic products for branded prescription drugs. For example, the ACA contains provisions that may reduce the profitability of drug products through increased rebates for drugs reimbursed by Medicaid programs, extension of Medicaid rebates to Medicaid managed care plans, and mandatory discounts for certain Medicare Part D beneficiaries and annual fees based on pharmaceutical companies’ share of sales to federal health care programs. Adoption of general controls and measures, coupled with the tightening of restrictive policies in jurisdictions with existing controls and measures, could limit payments for pharmaceutical drugs.
The Medicaid Drug Rebate Program requires pharmaceutical manufacturers to enter into and have in effect a national rebate agreement with the Secretary of HHS as a condition for states to receive federal matching funds for the manufacturer’s outpatient drugs furnished to Medicaid patients. Effective in 2010, the ACA made several
 
38
changes to the Medicaid Drug Rebate Program, including increasing pharmaceutical manufacturers’ rebate liability by raising the minimum basic Medicaid rebate on most branded prescription drugs from 15.1% of average manufacturer price, or AMP, to 23.1% of AMP, and adding a new rebate calculation for “line extensions” (i.e., new formulations, such as extended release formulations) of solid oral dosage forms of branded products, creating a new methodology by which rebates are calculated for drugs that are inhaled, infused, instilled, implanted or injected, as well as potentially impacting their rebate liability by modifying the statutory definition of AMP. The ACA also expanded the universe of Medicaid utilization subject to drug rebates by requiring pharmaceutical manufacturers to pay rebates on Medicaid managed care utilization as of 2010 and by expanding the population potentially eligible for Medicaid drug benefits
(phased-in
by 2014). Pricing and rebate programs must also comply with the Medicaid rebate requirements of the U.S. Omnibus Budget Reconciliation Act of 1990.
The Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or the MMA, established the Medicare Part D program to provide a voluntary prescription drug benefit to Medicare beneficiaries. Under Part D, Medicare beneficiaries may enroll in prescription drug plans offered by private entities that provide coverage of outpatient prescription drugs. Unlike Medicare Parts A and B, Part D coverage is not standardized. While all Medicare drug plans must give at least a standard level of coverage set by Medicare, Part D prescription drug plan sponsors are not required to pay for all covered Part D drugs, and each drug plan can develop its own drug formulary that identifies which drugs it will cover and at what tier or level. However, Part D prescription drug formularies must include drugs within each therapeutic category and class of covered Part D drugs, though not necessarily all the drugs in each category or class. Any formulary used by a Part D prescription drug plan must be developed and reviewed by a pharmacy and therapeutic committee. Government payment for some of the costs of prescription drugs may increase demand for drugs for which we obtain marketing approval. Any negotiated prices for any of our products covered by a Part D prescription drug plan will likely be lower than the prices we might otherwise obtain. Moreover, while the MMA applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage policy and payment limitations in setting their own payment rates. Any reduction in payment that results from the MMA may result in a similar reduction in payments from
non-governmental
payors.
For a drug product to receive federal reimbursement under the Medicaid or Medicare Part B programs or to be sold directly to U.S. government agencies, the manufacturer must extend discounts to entities eligible to participate in the 340B drug pricing program. The required 340B discount on a given product is calculated based on the AMP and Medicaid rebate amounts reported by the manufacturer. As of 2010, the ACA expanded the types of entities eligible to receive discounted 340B pricing, although under the current state of the law these newly eligible entities (with the exception of children’s hospitals) will not be eligible to receive discounted 340B pricing on orphan drugs. As 340B drug pricing is determined based on AMP and Medicaid rebate data, the revisions to the Medicaid rebate formula and AMP definition described above could cause the required 340B discount to increase.
The American Recovery and Reinvestment Act of 2009 provides funding for the federal government to compare the effectiveness of different treatments for the same illness. The plan for the research was published in 2012 by HHS, the Agency for Healthcare Research and Quality and the National Institutes for Health, and periodic reports on the status of the research and related expenditures are made to Congress. Although the results of the comparative effectiveness studies are not intended to mandate coverage policies for public or private payors, it is not clear what effect, if any, the research will have on the sales of Oxbryta or our product candidates, if any such drug or the condition that they are intended to treat are the subject of such research. It is also possible that comparative effectiveness research demonstrating benefits in a competitor’s drug could adversely affect the sales of Oxbryta or our product candidates. If third-party payors do not consider our drugs to be cost-effective compared to other available therapies, they may not cover our drugs after approval as a benefit under their plans or, if they do, the level of payment or utilization may not be sufficient to allow us to sell our drugs on a profitable basis.
 
 
39
In recent years, additional laws have resulted in direct or indirect reimbursement reductions for certain Medicare providers, including:
 
  •  
The Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislation’s automatic reduction to several government programs. These changes included aggregate reductions to Medicare payments to providers of up to 2% per fiscal year, which went into effect in April 2013 and, due to subsequent legislative amendments, are suspended until March 31, 2021, and are currently scheduled to remain in effect through 2030 unless additional Congressional action is taken.
 
  •  
The American Taxpayer Relief Act of 2012, among other things, reduced Medicare payments to several providers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.
These laws, and future state and federal healthcare reform measures may be adopted in the future, any of which may result in additional reductions in Medicare and other healthcare funding and otherwise affect the prices we may obtain for any product candidates for which we may obtain regulatory approval or the frequency with which any such product candidate is prescribed or used.
As noted above, the marketability of any products for which we receive regulatory approval for commercial sale may suffer if the government and third-party payors fail to provide adequate coverage and reimbursement. We expect that an increasing emphasis on cost containment measures in the United States will continue to increase the pressure on pharmaceutical pricing. Coverage policies and third-party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for one or more products for which we receive regulatory approval, less favorable coverage policies and reimbursement rates may be implemented in the future.
In many foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing drug pricing and reimbursement vary widely from country to country. For example, the EU provides options for its member states to restrict the range of medicinal products, for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. Historically, products launched in the EU do not follow price structures of the United States and generally prices tend to be significantly lower. It can also take a significant period of time after any regulatory approval to obtain various pricing and reimbursement approvals in various member states. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products, if approved.
U.S. Healthcare Reform and regulatory changes
The United States and many foreign jurisdictions have enacted or proposed legislative and regulatory changes affecting the healthcare system that could affect our ability to profitably sell our products. In the United States, there have been and continue to be laws enacted by the federal government, state governments, regulators and third-party payers to control healthcare costs, and generally, to reform the healthcare system in the United States. For example, the ACA was passed in March 2010 and has substantially changed the way healthcare is delivered and financed by both governmental and private insurers. The ACA expanded coverage for the uninsured while at the same time containing overall healthcare costs. With regard to pharmaceutical products, the ACA, among other things, addressed a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs that are inhaled, infused, instilled, implanted or injected, increased the minimum Medicaid rebates owed by manufacturers under the Medicaid Drug Rebate Program and
 
40
extended the rebate program to individuals enrolled in Medicaid managed care organizations, established annual fees and taxes on manufacturers of certain branded prescription drugs, and a Medicare Part D coverage gap discount program, in which manufacturers must agree to offer 50%
point-of-sale
discounts off negotiated prices of applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for the manufacturer’s outpatient drugs to be covered under Medicare Part D. The required discount was increased to 70% on January 1, 2019 pursuant to subsequent legislation.
Some of the provisions of the ACA have yet to be fully implemented, while certain provisions have been subject to judicial and Congressional challenges. The full impact of the ACA, any law repealing, replacing, or modifying elements of it, and the political uncertainty surrounding its repeal, replacement, or modification on our business remains unclear. We expect that additional federal healthcare reform measures may be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare drugs and services, and in turn could significantly reduce the projected value of certain development projects and reduce our profitability and may increase our regulatory burdens and operating costs.
There has been increasing legislative and enforcement interest in the United States with respect to drug pricing practices, including for specialty drugs. For example, there have been several recent federal Congressional inquiries and proposed federal and state legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drugs. At the federal level, the Trump administration’s budget proposal for fiscal year 2021 includes a $135 billion allowance to support legislative proposals seeking to reduce drug prices, increase competition, lower
out-of-pocket
drug costs for patients, and increase patient access to lower-cost generic and biosimilar drugs. Additionally, the Trump administration released a “Blueprint” to lower drug prices and reduce out of pocket costs of drugs that contains additional proposals to increase manufacturer competition, increase the negotiating power of certain federal healthcare programs, incentivize manufacturers to lower the list price of their products and reduce the
out-of-pocket
costs of drug products paid by consumers. HHS has already started the process of soliciting feedback on some of these measures and, at the same time, is immediately implementing others under its existing authority. For example, in May 2019, CMS issued a final rule to allow Medicare Advantage Plans the option of using step therapy, a type of prior authorization, for Part B drugs beginning in January 2020, codifying an earlier CMS policy change.
During 2020, President Trump announced several executive orders related to prescription drug pricing that seek to implement several of the administration’s proposals. Further, in November 2020, CMS issued an Interim Final Rule implementing the Most Favored Nation, or MFN, Model under which Medicare Part B reimbursement rates will be calculated for certain drugs and biologics based on the lowest price drug manufacturers receive in Organization for Economic Cooperation and Development countries with a similar gross domestic product per capita. The MFN Model regulations mandate participation by identified Part B providers and will apply in all U.S. states and territories for a seven-year period from 2021 through 2027. However, the Interim Final Rule was not finalized and has been challenged in court and enjoined from implementation. Additionally, in November 2020, HHS finalized a regulation removing safe harbor protection for price reductions from pharmaceutical manufacturers to plan sponsors under Part D, either directly or through pharmacy benefit managers, unless the price reduction is required by law. The rule also created a new safe harbor for price reductions reflected at the
point-of-sale,
as well as a safe harbor for certain fixed fee arrangements between pharmacy benefit managers and manufacturers. Although a number of these, and other proposed measures may require authorization through additional legislation to become effective, and the Biden administration may reverse or otherwise change these measures, Congress has indicated that it will continue to seek new legislative measures to control drug costs. At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.
 
 
41
Finally, in May 2018, the Right to Try Act was signed into law. The law, among other things, provides a federal framework for certain patients to access certain investigational new drug products that have completed a Phase 1 clinical trial and that are undergoing investigation for FDA approval. Under certain circumstances, eligible patients can seek treatment without enrolling in clinical trials and without obtaining FDA permission under the FDA expanded access program. There is no obligation for a pharmaceutical manufacturer to make its drug products available to eligible patients as a result of the Right to Try Act.
Research and Development
Research and development expenses were $155.1 million for the year ended December 31, 2020, $174.6 million for the year ended December 31, 2019 and $131.3 million for the year ended December 31, 2018.
Financial Information about Segments
We operate in a single accounting segment—dedicated to discovering, developing and commercializing novel therapeutics to treat grievous blood-based disorders. Refer to Note 1, “Organization and Basis of Presentation” in the Notes to Consolidated Financial Statements included elsewhere in this report.
Corporate Information
We were incorporated in Delaware in February 2011 and commenced operations in May 2012. Our principal executive offices are located at 181 Oyster Point Blvd., South San Francisco, California 94080. Our telephone number is
(650) 741-7700
and our
e-mail
address is investor@gbt.com. Our Internet website address is www.gbt.com. No portion of our website is incorporated by reference into this Annual Report on Form
10-K.
You are advised to read this Annual Report on Form
10-K
in conjunction with other reports and documents that we file from time to time with the Securities and Exchange Commission, or SEC. In particular, please read our Quarterly Reports on Form
10-Q
and any Current Reports on Form
8-K
that we may file from time to time. You may obtain copies of these reports directly from us or from the SEC. In addition, the SEC maintains information for electronic filers (including Global Blood Therapeutics, Inc.) at its website at www.sec.gov. We make our periodic and current reports available on our internet website, free of charge, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
 
42
Item 1A.
Risk Factors
This Annual Report on Form
10-K
contains forward-looking information based on our current expectations. Because our business is subject to many risks and our actual results may differ materially from any forward-looking statements made by or on behalf of us, this section includes a discussion of important factors that could affect our business, operating results, financial condition and the trading price of our common stock. You should carefully consider these risk factors, together with all of the other information included in this Annual Report on Form
10-K
as well as our other publicly available filings with the SEC.
Risks Related to Commercialization
Our business is substantially dependent on our ability to successfully commercialize Oxbryta, and the commercial success of Oxbryta or any future drug we may develop or obtain will depend upon the degree of market acceptance by physicians, patients, third-party payors and others in the medical community and marketplace.
Our business depends heavily on our ability to successfully commercialize our first approved product, Oxbryta, for the treatment of sickle cell disease, or SCD. Oxbryta or any future drug of ours approved for commercial sale may fail to gain sufficient market acceptance by physicians, patients, third-party payors and others in the medical community and marketplace. If Oxbryta or any other approved drug does not achieve an adequate level of acceptance, we may not generate significant revenue from drug sales and we may not become profitable. Before granting reimbursement approval, healthcare payors may require us to demonstrate that the drug, in addition to treating the target indication, also provides incremental health benefits to patients. For example, there have been numerous instances of government and private payors placing restrictions on coverage for products approved by the U.S. Food and Drug Administration, or FDA, under the FDA’s Subpart H regulations, or Subpart H. Our efforts to educate the medical community and third-party payors about the benefits of Oxbryta or any future drug approved for commercial sale will require significant resources and may never be successful. The degree of market acceptance of Oxbryta and any other approved drugs that we may pursue will depend on a wide range of factors, including:
 
  •  
the demonstrated efficacy and potential advantages of our drugs compared to alternative treatments;
 
  •  
our ability to offer our drugs for sale at competitive prices;
 
  •  
the availability of third-party coverage and adequate reimbursement;
 
  •  
the convenience and ease of administration of our drugs compared to alternative current and future treatments;
 
  •  
the willingness of the SCD or other target patient populations to try new therapies and of physicians to prescribe these therapies;
 
  •  
the availability of our drugs and our ability to meet market demand, including a reliable supply for long-term chronic treatment;
 
  •  
the strength of labeling, marketing and distribution support;
 
  •  
the clinical indications and approved labeling for which the drug is approved, including labeling restrictions for drugs approved under Subpart H, such as Oxbryta;
 
  •  
the prevalence and severity of any side effects and overall safety profile of the drug; and
 
  •  
any restrictions on the use of the drug, including together with other medications.
For example, shortly after we launched Oxbryta, the outbreak of the novel coronavirus,
SARS-CoV-2,
which causes coronavirus disease 2019
(COVID-19),
evolved into a global pandemic that has significantly impacted people and entities throughout the world. In light of the
COVID-19
pandemic, we temporarily
 
43
suspended our field team from most
in-person
interactions, including visits to physician offices, clinics and hospitals as well as
in-person
meetings with payors. The
COVID-19
pandemic has also reduced our ability to engage with the medical and investor communities. These and other measures have impacted our ability to commercialize Oxbryta and may significantly impact our business in general, and we may continue to experience disruptions to our commercial efforts as well as other disruptions that could materially impact our business.
If our sales and marketing capabilities for Oxbryta in the United States are not effective, or we are unable to establish or secure effective sales and marketing capabilities for any future drug approved for commercial sale in the United States or another geographic market, we may be unsuccessful in our commercial efforts.
In 2019, we established the infrastructure we believed was adequate for the commercial launch of Oxbryta in the United States, which occurred in December 2019. This included establishing a sales and marketing organization with technical expertise and supporting distribution capabilities to commercialize Oxbryta in the United States. Our commercialization of Oxbryta in the United States will continue to be expensive, difficult, risky and time consuming, and we may not deploy or have adequate resources over time to support the successful commercialization of Oxbryta. Any failures or delays in our commercial efforts, including with respect to any changes in related resources or activities following launch, could adversely impact the commercialization of Oxbryta or any other products, if any are approved.
Although many of our employees have experience with commercializing products while employed at other companies, our 2019 launch of Oxbryta is our first experience marketing and selling a drug together as a management team. To successfully commercialize Oxbryta or any other drugs we may develop or obtain, we will need to continue to develop and strengthen our commercial capabilities, either on our own or with others. Our initial estimate of the size of the required sales force may be materially more or less than the size of the sales force actually required to effectively commercialize Oxbryta or any other product candidates, if any. For example, we may have hired substantially more sales representatives than required and may incur excess costs as a result.
In light of the
COVID-19
pandemic, we have temporarily suspended our field team from most
in-person
interactions, including visits to physician offices, clinics and hospitals as well as
in-person
meetings with payors. While we are continuing to engage with healthcare professionals and payors through digital and internet-based education and outreach, the impact of temporarily suspending our field force from
in-person
interactions is unknown. We have seen a significant decrease in weekly new patient prescriptions for Oxbryta from a peak in early March, and we expect the rate of new patient prescriptions may remain lower, depending on the course of the pandemic.
Another potential challenge for our commercial efforts is frequency of doctor visits by SCD patients. We believe that nearly half of Medicaid and Medicare patients living with SCD do not see a hematologist at least once per year. This infrequency of doctor visits, which has been exacerbated during the
COVID-19
pandemic, may impede prescriptions for Oxbryta.
With respect to certain geographical markets, we may seek to enter into collaborations with other entities to utilize their local marketing and distribution capabilities, but we may be unable to enter into such agreements on favorable terms, if at all. If our future collaborators do not commit sufficient resources to commercialize Oxbryta or future drugs, if any, and we are unable to develop the necessary marketing capabilities on our own, we will be unable to generate sufficient product revenue to sustain our business. We may also be competing with companies that currently have extensive and well-funded marketing and sales operations. For example, in November 2019, the FDA approved Novartis’ biologic, crizanlizumab, for the reduction of the frequency of vaso-occlusive crises, or VOCs, in patients with SCD, and, in October 2020, Novartis announced that the European Commission approved crizanlizumab for the prevention of recurrent VOCs in patients with SCD. Without an effective internal team or the support of a third party to perform marketing and sales functions, we would be unable to compete successfully against more established companies, and our commercial efforts and ability to generate revenues would be impaired.
 
44
Our profitability will depend significantly on our ability to sell sufficient amounts of product at competitive prices and on the availability of adequate coverage and reimbursement through governmental or private third-party payors. The insurance coverage and reimbursement status of newly approved products is uncertain in the United States and elsewhere, and failure to obtain or maintain adequate coverage and reimbursement for Oxbryta or any other products we may develop due to price controls, resource constraints or reimbursement limitations could limit our ability to market those products and impair our ability to generate revenue.
Our target patient populations are small, and, accordingly, the pricing, coverage and reimbursement of Oxbryta or any of our product candidates, if approved, must be adequate to support our commercial infrastructure. To achieve profitability, our
per-patient
prices must be sufficient to recover our development and manufacturing costs, and we must be able to sell sufficient amounts of product at these prices. Additionally, the availability of government funded or private insurance coverage for Oxbryta and any other product candidates for any approved indications, if any, and the extent of reimbursement by governmental and private payors, will be essential for most patients to be able to afford Oxbryta or any of our other specialty products, if approved. In particular, the list price for Oxbryta in the United States is $125,000 per year, and a significant percentage of patients with SCD in the United States rely on government programs, such as Medicare and Medicaid, for their coverage of drugs and other medical care, so the availability of federal and state coverage of Oxbryta is critical to the success of our commercialization efforts for Oxbryta in the United States. Sales of Oxbryta or any future drug we may develop or obtain will depend substantially, both domestically and abroad, on the extent to which the costs of such drugs will be paid by third party payors, like private health insurers, including health maintenance, managed care, pharmacy benefit and similar healthcare management organizations, and government health administration programs. If reimbursement is not available, or is available only to limited levels, we may not be able to successfully commercialize Oxbryta or any future drug we may develop or obtain. Even if coverage is provided, the approved reimbursement amount may not be high enough to allow us to establish or maintain pricing sufficient to realize a sufficient return on our investment.
There is significant uncertainty related to the insurance coverage and reimbursement of newly approved drug products, and even more uncertainty related to the insurance coverage for products, such as Oxbryta, that receive accelerated approval by the FDA under Subpart H (including in the period before required post-marketing confirmatory studies to verify clinical benefit). The process for determining whether a third-party payor will provide coverage for a product may be separate from the process for setting the reimbursement rate that the payor will pay for the product. Third-party payors may limit coverage to specific products on an approved list, or formulary, which might not include all of the
FDA-approved
products for a particular indication. Moreover, a third-party payor’s decision to provide coverage for a product does not imply that an adequate reimbursement rate will be approved. For example, the payor’s reimbursement payment rate may not be adequate or may require
co-payments
that patients find unacceptably high. Additionally, coverage and reimbursement for products can differ significantly from payor to payor.
In the United States, significant decisions about reimbursement for new medicines are made by the Centers for Medicare & Medicaid Services, or CMS, an agency within the U.S. Department of Health and Human Services, as CMS decides whether and to what extent a new medicine will be covered and reimbursed under Medicare, and federal and state programs enter into contracts with drug manufacturers for discounted drug prices for Medicare, VA/Federal Supply Schedule, 340B and Medicaid under the Medicaid Drug Rebate Program, among others. The practices and requirements relating to these arrangements are highly complex and subject to differing regulatory requirements and time frames, which will impact the commercialization of Oxbryta. For example, payment of rebates by drug manufacturers for Medicaid purchases are determined by each state, and in some cases, if a company does not enter into a rebate agreement, its Medicaid sales will be subjected to a “prior authorization” procedure that requires state agency approval to qualify a doctor’s prescription for reimbursement. Limitations could also come from entities such as local Medicare carriers, fiscal intermediaries, or Medicare Administrative Contractors. Further, Medicare Part D, which provides a pharmacy benefit to certain Medicare patients, does not require participating prescription drug plans to cover all drugs within a class of products. Our business could be materially adversely affected if private or governmental payors, including Medicare Part D prescription drug plans, were to limit access to, or deny or limit reimbursement of, Oxbryta or any of our product candidates, if approved.
 
45
Outside the United States, international operations are generally subject to extensive governmental price controls and other market regulations, and we believe the increasing emphasis on cost-containment initiatives in Europe, Canada, and other countries has and will continue to put pressure on the potential pricing and usage of Oxbryta and any future drugs we may develop or obtain. In many countries, the prices of medical products are subject to varying price control mechanisms as part of national health systems, and changes to these regulations over time contribute to uncertainty regarding the ability to obtain pricing and usage approvals for our product candidates outside of the United States. In addition, the prices of medicines under such systems are, in general, substantially lower than in the United States. Other countries allow companies to fix their own prices for medicines, but monitor and control company profits. Additional foreign price controls or other changes in pricing regulation could restrict the amount that we are able to charge for our product candidates outside of the United States. Accordingly, in markets outside the United States, the reimbursement for our products may be reduced compared with the United States and may be insufficient to generate commercially reasonable revenues and profits.
In many
non-U.S.
jurisdictions, including some countries in the European Union, or EU, the proposed pricing for a drug must be approved before it may be lawfully marketed. In many countries, the pricing review period begins after marketing or product licensing approval is granted and reimbursement may in some cases be unavailable. As a result, we might obtain marketing approval for a product in a particular country, but then be subject to price regulations that delay commercial launch of the product, possibly for lengthy time periods, which may negatively impact the revenues we are able to generate from the sale of the product in that country. The requirements governing drug pricing vary widely from country to country and products may be subject to continuing governmental control following approval. For example, reimbursement in the European Union, or EU, must be negotiated on a
country-by-country
basis and, in many countries, the product cannot be commercially launched until reimbursement is approved. Furthermore, the EU provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use, including by approving a specific price for the medicinal product or adopting a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. In addition, to obtain coverage and reimbursement or pricing approval in some countries, we may be required to conduct a clinical trial that compares the cost-effectiveness of our product candidate to other available therapies, or to meet other criteria for pricing approval. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products or product candidates.
Moreover, increasing efforts by governmental and third-party payors, in the United States and abroad, to cap or reduce healthcare costs may cause such organizations to limit both coverage and levels of reimbursement for new products approved and, as a result, they may not cover or provide adequate payment for Oxbryta or our product candidates. We expect to experience pricing pressures in connection with the sale of Oxbryta and any future drugs we may develop or obtain, due to the trend toward managed healthcare, the increasing influence of health maintenance organizations and additional legislative and political changes. The downward pressure on healthcare costs in general, particularly prescription drugs and surgical procedures and other treatments, has become very intense. For example, third-party payors are increasingly requiring higher levels of evidence of the benefits and clinical outcomes of new technologies, benchmarking against other therapies, seeking performance-based discounts, and challenging the prices charged. We cannot be sure that coverage will be available for Oxbryta or any other product we commercialize and, if available, that the reimbursement rates will be adequate, as increasingly high barriers are being erected to the entry of new products. In addition, drug prices are under significant scrutiny in the markets in which our products are or may be sold, and drug pricing and other healthcare costs continue to be subject to intense political and social pressures that we anticipate will continue and escalate on a global basis.
Our future profitability will depend, in part, on our ability to commercialize and obtain reimbursement for Oxbryta and our product candidates in markets within and outside of the United States and Europe. If reimbursement for Oxbryta, or our product candidates, if approved, is unavailable or limited in scope or amount,
 
46
or if pricing is set at unsatisfactory levels, in the United States or, based on the large population of patients with SCD who reside in foreign countries, abroad, our business and operations may be harmed, our stock price may be adversely impacted and experience periods of volatility, we may have difficulty raising funds and our results of operations may be adversely impacted.
Our future growth may depend, in part, on our ability to penetrate foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties.
Our current plans include the pursuit of commercialization for Oxbryta in Europe, the Gulf Cooperation Council, or GCC, region and Latin America. If we commercialize Oxbryta and any future drugs we may develop or obtain in foreign markets, we would be subject to additional risks and uncertainties, including:
 
  •  
the burden of complying with complex and changing foreign regulatory, tax, accounting, compliance and legal requirements;
 
  •  
different medical practices and customs in foreign countries affecting acceptance in the marketplace;
 
  •  
import or export licensing requirements;
 
  •  
longer accounts receivable collection times;
 
  •  
longer lead times for shipping;
 
  •  
language barriers for technical training;
 
  •  
reduced protection of intellectual property rights in some foreign countries, and related prevalence of bioequivalent or generic alternatives to therapeutics;
 
  •  
foreign currency exchange rate fluctuations;
 
  •  
potential resource constraints, including with respect to patients’ ability to obtain reimbursement for our products in foreign markets; and
 
  •  
the interpretation of contractual provisions governed by foreign laws in the event of a contract dispute.
Any of these factors could impair our ability to commercialize Oxbryta and any future drugs we may develop or obtain outside the United States, which could have a material adverse effect on our business and results of operations.
With the FDA approval of Oxbryta, and with respect to any other product candidate that receives regulatory approval in any jurisdiction, we will be subject to ongoing regulatory obligations and scrutiny, which may include significant restrictions relating to product labeling, distribution or other post-marketing requirements.
Even if a product candidate is approved, regulatory authorities may still impose significant restrictions on its indicated uses, approved labeling, distribution or marketing or may impose ongoing requirements for potentially costly post-marketing studies. For example, because the FDA approved Oxbryta under the accelerated approval pathway under Subpart H, we must conduct at least one post-marketing confirmatory study to verify clinical risk/benefit, which we intend to satisfy through our HOPE-KIDS 2 Study, and we may not be able to successfully and timely complete this study or any other post-marketing confirmatory study as required to maintain approval or achieve full approval. Also, the FDA has restricted the indicated use of Oxbryta under the approved label to patients 12 years and older. While we plan to conduct additional studies to potentially lower the indicated age range to 9 months of age, failure to reach agreement with the FDA on these studies, failure to obtain adequate results from them, or disagreements with regulatory authorities over the interpretation of the results may prevent expansion of the age range within our approved label.
 
47
Furthermore, any new legislation addressing drug safety or other drug related issues could result in delays or increased costs to assure compliance. With respect to Oxbryta and any other product candidate that is approved, at a minimum, they will each be subject to current standard ongoing regulatory requirements for labeling, packaging, storage, advertising, promotion, sampling, record-keeping and submission of safety and other post-market information, including both federal and state requirements in the United States. In addition, regulatory agencies may not approve labeling claims that are necessary or desirable for the successful commercialization of Oxbryta, inclacumab or any other product candidates.
For example, the development of Oxbryta for the prophylactic treatment of SCD in pediatric patients is an important part of our current business strategy, and if we are unable to obtain regulatory approval for Oxbryta for the desired age ranges or other key labeling parameters, our business is likely to suffer.
In addition, manufacturers and their facilities are required to comply with extensive FDA requirements, including ensuring that quality control and manufacturing procedures conform to current good manufacturing practices, or cGMPs. For Oxbryta, inclacumab and any other product candidates we may pursue, we are wholly reliant on third party contract manufacturers for clinical as well as any commercial supplies of product candidates and products. As such, we and our contract manufacturers are subject to continual review and periodic inspections to assess compliance with cGMP requirements and must continue to expend time, money, and effort in all areas of regulatory compliance, including manufacturing, production, and quality control. We are also required to report certain adverse reactions and production problems, if any, to the FDA and comparable foreign regulatory authorities, and to comply with requirements concerning advertising and promotion for Oxbryta and any future products. In addition, we are subject to very rapid reporting obligations relating to any adverse events or serious adverse events relating to Oxbryta and our product candidates. Our failure to report adverse events we become aware of within the prescribed timeframes could have serious negative consequences for our commercialization, development programs, business and operations. In addition, any promotional communications or materials for prescription drugs are subject to a variety of complex legal and regulatory restrictions, including, but not limited to, consistency with the approved product’s approved label. Failure to obey these standard marketing requirements for Oxbryta or any other approved product, if any, could have serious negative consequences for our commercialization activities, business and operations.
If the FDA or any comparable foreign regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, or disagrees with a sponsor’s activities relating to the promotion, marketing, or labeling of a product, these regulatory agencies may impose restrictions or sanctions on that product or us, including requiring withdrawal of the product from the market. In addition, in the United States, a wide range of commercialization and
pre-launch
activities relating to a drug candidate are subject to potential for significant civil and/or criminal liability and sanctions under federal anti-kickback and fraud and abuse statutes and regulations. If we fail to comply with any of these complex applicable regulatory requirements, a regulatory agency or enforcement authority may:
 
  •  
issue untitled or warning letters;
 
  •  
impose civil or criminal penalties;
 
  •  
impose injunctions;
 
  •  
impose fines;
 
  •  
impose additional specialized restrictions on the company’s activities and practices;
 
  •  
suspend regulatory approval;
 
  •  
suspend ongoing clinical trials;
 
  •  
seek voluntary product recalls and impose publicity requirements;
 
48
  •  
refuse to approve pending applications or supplements to approved applications submitted by us;
 
  •  
impose restrictions on our operations, including closing our contract manufacturers’ facilities; or
 
  •  
seize or detain products.
As a company, we have limited experience with obtaining approval for, launching or commercializing any product candidates or products, or with complying with most of these complex ongoing regulatory requirements. It will continue to take significant effort and management attention to address compliance with these requirements with respect to Oxbryta in the United States and in any jurisdiction for which we seek to commercialize Oxbryta or any other product candidate, if approved. Any government investigation of alleged violations of law could require us to expend significant time and resources in response, and could generate negative publicity even if significant liabilities do not result. Any failure to comply with these complex ongoing regulatory requirements may significantly and adversely affect our ability to commercialize and generate revenues from Oxbryta or to obtain approval for, launch, commercialize and generate revenues from inclacumab or any future product candidates. If we are subject to regulatory sanctions or if regulatory approval for our product candidates is withdrawn or limited, our business, prospects, financial condition and results of operations would be significantly harmed.
Our business operations and current and future relationships with investigators, health care professionals, consultants, third-party payors and customers are or will be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws, health information privacy and security laws, and other healthcare laws and regulations. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.
Our current and future operations are or will be directly, or indirectly through our prescribers, customers and third-party payors, subject to various U.S. federal and state healthcare laws and regulations. These laws may impact, among other things, our current business operations, including our sales, marketing, distribution, commercialization, medical and educational programs and our clinical research activities, and they may constrain our business and financial arrangements and relationships with healthcare providers, physicians and other parties through which we market, sell and distribute Oxbryta and any future drugs we may develop or obtain. We may also be subject to additional healthcare, statutory and regulatory requirements and enforcement by foreign regulatory authorities in jurisdictions in which we conduct our business. The laws that may affect our ability to operate include the federal Anti-Kickback Statute, the federal False Claims laws, the U.S. Federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, the Physician Payment Sunshine Act, and analogous state laws and regulations such as state anti-kickback and false claims laws and analogous
non-U.S.
fraud and abuse laws and regulations, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by
non-governmental
third-party payors.
Ensuring that our business activities (including our operations and arrangements with third parties) comply with applicable healthcare laws and regulations is complex, time-consuming, costly and could materially impact our operations. It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations or case law involving applicable fraud and abuse, price reporting or other healthcare laws and regulations.
Although an effective compliance program can mitigate the risk of investigation and prosecution for violations of these requirements, these risks cannot be entirely eliminated. Moreover, achieving and sustaining compliance with applicable federal, state and foreign privacy, security, and fraud requirements is costly. Any action against us for violation of these requirements, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from our business and operations, and could negatively impact the price of our common stock.
 
 
49
The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform and other factors. Federal and state enforcement bodies in the United States regularly pursue a large number of investigations, prosecutions, convictions and settlements in the healthcare industry, and in the EU, enforcement of the General Data Protection Regulation 2016/679, known as GDPR, is increasing. Ensuring that our internal operations and future business arrangements with third parties comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of the laws described above or any other governmental laws and regulations that may apply to us, we may be subject to significant penalties, including civil, criminal and administrative penalties, damages, fines, exclusion of products or individuals from U.S. government funded healthcare programs, such as Medicare and Medicaid, or similar programs in other countries or jurisdictions, disgorgement, individual imprisonment, additional reporting requirements and oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of
non-compliance
with these laws, contractual damages, reputational harm, diminished profits, and the curtailment or restructuring of our operations. Further, defending against any such actions can be costly, time-consuming and may require significant financial and personnel resources. Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be impaired. If any of the physicians or other providers or entities with whom we expect to do business is found to not be in compliance with applicable requirements, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs and imprisonment. If any of the above occur, it could adversely affect our ability to operate our business and our results of operations.
Healthcare legislative reform measures may have a material adverse effect on our business and results of operations.
In the United States, there have been and continue to be a number of legislative and regulatory changes and proposed changes regarding the healthcare system that could restrict or regulate post-approval activities, affect our ability to profitably sell Oxbryta and any other drug candidates for which we obtain marketing approval, and prevent or delay marketing approval of our drug candidates. For example, in 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or the Affordable Care Act or ACA, was passed, which substantially changes the way health care is financed by both governmental and private insurers, and significantly impacts the U.S. pharmaceutical industry. Since its enactment, there have been many judicial, executive and legislative challenges to numerous aspects of the ACA. The full impact on our business of the ACA, the potential impacts of any challenges, including any laws repealing and/or replacing elements of it, as well as the political uncertainty surrounding any repeal or replacement legislation, remain unclear.
Additionally, at the federal level, statutes and regulations routinely impact a variety of parameters relating to federal programs and Medicaid. For example, CMS’s final rule regarding the Medicaid drug rebate program, issued in 2016, revised the manner in which the “average manufacturer price” is to be calculated by manufacturers participating in the program. At the state level, legislatures are increasingly passing legislation and implementing regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. The full impact of these federal and state laws and regulations, as well as other new laws and reform measures that may be proposed and adopted in the future, remains uncertain, but may result in additional reductions in Medicaid and other health care funding, or higher production costs which could have a material adverse effect on our customers and, accordingly, our financial operations.
There have been multiple recent U.S. congressional inquiries and proposed and adopted federal and state legislation designed to, among other things, bring more transparency to drug pricing, review the relationship
 
50
between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drugs and biologics. In addition, Congress and multiple presidential administrations have indicated that they will continue to seek new legislative and/or administrative measures to control drug costs.
At the state level, legislatures are increasingly passing legislation and implementing regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. In addition, regional health care authorities are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other health care programs. These measures could reduce the ultimate demand for Oxbryta and our drug candidates, once approved, or put pressure on our product pricing over time.
Moreover, there have been a number of other legislative and regulatory changes in recent years aimed at the biopharmaceutical industry. For instance, the Drug Quality and Security Act imposes obligations on manufacturers of biopharmaceutical products related to product tracking and tracing. Among the requirements of this legislation, manufacturers are required to provide certain information regarding the product to individuals and entities to which product ownership is transferred, will be required to label products with a product identifier, and are required keep certain records regarding the product. The transfer of information to subsequent product owners by manufacturers will eventually be required to be done electronically. Manufacturers are also required to verify that purchasers of the manufacturers’ products are appropriately licensed. Further, manufacturers have product investigation, quarantine, disposition, and FDA and trading partner notification responsibilities related to counterfeit, diverted, stolen, and intentionally adulterated products that would result in serious adverse health consequences or death to humans, as well as products that are the subject of fraudulent transactions or which are otherwise unfit for distribution such that they would be reasonably likely to result in serious health consequences or death.
We expect federal and state healthcare reform measures that may be adopted in the future in the United States may result in more rigorous coverage criteria, increased regulatory burdens and operating costs, decreased net revenue from our pharmaceutical products and additional downward pressure on the price that we receive for Oxbryta and any of our drug candidates approved for use. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our products. These legislative and executive efforts have significantly increased uncertainty regarding the availability of healthcare programs, insurance coverage and reimbursement as a general matter as well as for Oxbryta and our product candidates, and we cannot predict how these events will impact our business or operations. Accordingly, at this time it is difficult to determine the full impact of these efforts on our business. In the United States, many patients with SCD participate in the Medicaid program, and the impact of uncertainty or changes relating to the ACA or healthcare programs, insurance coverage or reimbursement generally have a particularly significant impact on our business or results of operations.
We face intense competition and rapid technological change and the possibility that our competitors may develop therapies that are similar, more advanced, or more effective than ours, which may adversely affect our financial condition and our ability to successfully commercialize Oxbryta and our product candidates.
The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. We are currently aware of various existing therapies and development candidates that are or may compete with Oxbryta and inclacumab for the potential treatment of SCD. For example, the FDA approved Novartis’ crizanlizumab in November 2019. Both crizanlizumab and inclacumab are human monoclonal antibodies against
P-selectin
for the treatment of VOCs in patients with SCD. The FDA’s approval of crizanlizumab resulted in another new and innovative SCD product entering the United States SCD
 
51
market approximately one week earlier than Oxbryta, and substantially earlier than any potential approval of our inclacumab product candidate (which could be a direct competitor to crizanlizumab). As a result, the commercialization of crizanlizumab may also impact our commercialization of Oxbryta in the United States, as well as inclacumab if we are successful in developing and obtaining approval for it for SCD patients. In addition, Novartis announced in October 2020 that the European Commission approved crizanlizumab for the prevention of recurrent VOCs in patients with SCD.
We have competitors both in the United States and internationally, including major multinational pharmaceutical companies, specialty pharmaceutical companies, and biotechnology companies. Many of our competitors have substantially greater financial, technical, and other resources, such as larger research and development, marketing and manufacturing organizations. Additional mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated in our competitors. As a result, these companies may obtain regulatory approval more rapidly than we are able to and may be more effective in selling and marketing their products as well. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries. Our competitors may succeed in developing, acquiring or licensing on an exclusive basis, products that are more effective or less costly than any product candidate that we may develop, or achieve earlier patent protection, regulatory approval, product commercialization and market penetration than we do. Additionally, technologies developed by our competitors may render Oxbryta or our product candidates uneconomical or obsolete, and we may not be successful in marketing any drugs or product candidates against competitors.
If the market opportunities for Oxbryta or our product candidates are smaller than we believe they are, our revenue may be adversely affected, and our business may suffer. Our ability to successfully identify patients and acquire a significant market share will be necessary for us to achieve profitability and growth.
Our initial development and commercialization efforts are focused on the potential of Oxbryta to treat SCD. Our projections of both the number of people who have SCD, as well as the subset of people with SCD who have the potential to benefit from treatment with Oxbryta, are based on our beliefs and estimates. These estimates have been derived from a variety of sources, including the scientific literature, and may prove to be incorrect. Further, new studies may change the estimated incidence or prevalence of SCD. The number of patients may turn out to be lower than expected. The effort to identify patients with diseases we seek to treat is in early stages, and we cannot accurately predict the number of patients for whom treatment might be possible. Additionally, the potential addressable patient population for Oxbryta and our product candidates may be limited or may not be amenable to treatment with Oxbryta or our product candidates, and new patients may become increasingly difficult to identify or gain access to, which would adversely affect our results of operations and our business. Restrictions on labeling of any approved product, including any restrictions that may be imposed in connection with any approval under Subpart H, may also limit the size of the potential market for Oxbryta and our product candidates. Further, even if we obtain significant market share for Oxbryta or any other drug we may develop or obtain, because the potential target populations are small, we may never achieve profitability despite obtaining such significant market share.
 
52
Risks Related to Our Financial Position and Need for Additional Capital
We are a biopharmaceutical company with only one drug approved for marketing in the United States and with a limited operating history. We have incurred significant losses since our inception and anticipate that we will continue to incur losses for the foreseeable future. We have generated limited revenue since our inception, which, together with our limited operating history, may make it difficult for you to assess our future viability.
We are a biopharmaceutical company with only one drug, Oxbryta, approved for marketing, and such approval is only for the United States. We also have a limited operating history upon which you can evaluate our business and prospects. Biopharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. To date, we have focused principally on developing Oxbryta, and our current clinical development activities are focused on Oxbryta and our drug candidates. In August 2018, we entered into an exclusive worldwide license agreement with F. Hoffman-LaRoche and
Hoffman-La
Roche Inc., collectively, Roche, for the development and commercialization of inclacumab.
We are not profitable and have incurred losses in each year since our inception in February 2011 and the commencement of our principal operations in May 2012. Our net losses for the years ended December 31, 2020, 2019, and 2018 were $247.6 million, $266.8 million, and $174.2 million, respectively. As of December 31, 2020, we had an accumulated deficit of $986.5 million. We only begun to generate revenues with the December 2019 commercial launch of Oxbryta, and have financed our operations primarily through the sale of equity securities. We continue to incur significant research and development and other expenses related to our ongoing operations and expect to incur losses for the foreseeable future. We anticipate these losses will increase as we:
 
  •  
commercialize Oxbryta and continue related clinical development, including conducting (i) our Phase 2a HOPE-KIDS 1 Study of Oxbryta, (ii) our Phase 3 HOPE-KIDS 2 Study, which we intend to serve as our post-confirmatory study of Oxbryta in SCD (and any other post-marketing studies that may be required by regulatory authorities, if any), and (iii) any additional clinical trials of Oxbryta we may conduct now or in the future in SCD patients or for any other indications for Oxbryta, inclacumab or any other product candidates, if any;
 
  •  
establish and maintain manufacturing and supply relationships with third parties that can provide adequate supplies (in amount and quality) of Oxbryta, inclacumab or any other product candidates to support commercialization and further clinical development;
 
  •  
seek and obtain additional regulatory and marketing approvals for Oxbryta for SCD, including for younger pediatric patient populations, or any potential approvals we may pursue;
 
  •  
maintain a sales and marketing organization and enter into selected collaborations to commercialize Oxbryta for SCD or any other approved indication, as well as for any other product candidates;
 
  •  
maintain a medical affairs organization to advance our engagement with healthcare providers and stakeholders;
 
  •  
advance our other programs, including inclacumab and any other product candidates, through nonclinical and clinical development and commence development activities for any additional product candidates we may identify and pursue; and
 
  •  
expand our organization to support our commercialization, research, development and medical activities and our operations as a public company.
Prior to the December 2019 commercial launch of Oxbryta, we had never generated any revenues from product sales, and we may never be able to achieve significant revenues or profitability. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Our failure to maintain adequate cash reserves to commercialize Oxbryta, advance our development programs or achieve approval to commercialize any other products, or our failure to achieve sustained profitability, would depress the value of our company and could impair our ability to raise capital, expand our business, market Oxbryta,
 
53
diversify our research and development pipeline, market any other product candidates we may identify and pursue (if approved), or continue our operations. Our prior losses, combined with expected future losses, have had and will continue to have an adverse effect on our stockholders’ equity and working capital.
We may require substantial additional funds to achieve our business goals. If we are unable to obtain such funds when needed and on acceptable terms, we could be forced to delay, limit or terminate our commercialization activities for Oxbryta, our product development efforts or other operations. Raising additional capital may subject us to unfavorable terms, cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to Oxbryta, our product candidates or technologies.
We are currently commercializing Oxbryta and investigating Oxbryta in clinical development to support its potential full approval by the FDA and opportunities for potential label expansion. Among other activities, we are evaluating the safety and pharmacokinetics of single and multiple doses of Oxbryta in our HOPE-KIDS 1 Study, a Phase 2a clinical trial in adolescent and pediatric patients with SCD. Our clinical program for Oxbryta also includes our HOPE-KIDS 2 Study, which is our TCD post- confirmatory study of Oxbryta in SCD (to potentially satisfy the FDA’s requirement for a post-confirmatory study under Subpart H). In light of the
COVID-19
pandemic, we temporarily delayed or paused our research and development activities, including temporarily pausing screening and enrollment in all
GBT-sponsored
clinical studies (including our HOPE-KIDS 2 Study). Activities on our clinical trials have now resumed, with appropriate measures in place. Assessment of the long-term impact of
COVID-19
on our clinical trials is ongoing. In addition, we have initiated and plan to initiate clinical trials on our product candidates, inclacumab and GBT601, and we are conducting nonclinical research activities in other programs.
Discovering, developing and commercializing biopharmaceutical products is expensive and time-consuming, and we expect our selling, general and administrative and research and development expenses to increase substantially in connection with our ongoing activities, particularly as we continue to commercialize Oxbryta and engage in research and development efforts for Oxbryta, inclacumab and other product candidates that we may identify and pursue in clinical trials. As of December 31, 2020 and December 31, 2019, we had working capital of $553.1 million and $556.5 million, respectively, and capital resources consisting of cash and cash equivalents and short and long-term marketable securities totaling $560.9 million and $695.0 million, respectively. We expect that our existing capital resources consisting of cash and cash equivalents and marketable securities will be sufficient to fund our operations for at least the next twelve months. Because the outcome of commercialization, reimbursement and any clinical development and regulatory approval process is highly uncertain, we cannot reasonably estimate the actual capital amounts necessary to successfully commercialize Oxbryta and complete our ongoing and planned additional development of activities for Oxbryta or any other future product candidates.
Our operating plan may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations or license and development agreements. Any additional fundraising efforts may divert our management from their
day-to-day
activities, which may adversely affect our ability to develop and commercialize Oxbryta, inclacumab or any other product candidates that we may identify and pursue. Moreover, such financing may result in dilution to stockholders, imposition of debt covenants and repayment obligations, or other restrictions that may affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.
Our future funding requirements will depend on many factors, including, but not limited to:
 
  •  
our ability to successfully commercialize Oxbryta, inclacumab and any other product candidates we may identify and develop in any territories;
 
  •  
the manufacturing, selling, and marketing costs associated with the commercialization of Oxbryta and the potential commercialization of inclacumab and any other product candidates we may
 
54
 
identify and develop, including the cost and timing of establishing or maintaining our sales and marketing capabilities in any territory(ies);
 
  •  
the amount and timing of sales and other revenues from Oxbryta, inclacumab and any other product candidates we may identify and develop, including the sales price and the availability of adequate third-party reimbursement;
 
  •  
the time and cost necessary to conduct and complete multiple ongoing studies (including our HOPE-KIDS 1 Study, our Phase 3 HOPE-KIDS 2 Study and other studies);
 
  •  
the time and cost necessary to conduct and complete any additional clinical studies required to pursue additional regulatory approvals for Oxbryta for SCD, including our Phase 3 HOPE-KIDS 2 Study (which is necessary to move from our current Subpart H approval to a full approval) and any studies to support potential label expansions into younger SCD pediatric populations, or any other post-marketing studies for Oxbryta for SCD;
 
  •  
the progress, data and results of clinical trials of Oxbryta and product candidates;
 
  •  
the progress, timing, scope and costs of our nonclinical studies, our clinical trials and other related activities, including our ability to enroll subjects in a timely manner for our ongoing and future clinical trials of Oxbryta, inclacumab or any other product candidate that we may identify and develop;
 
  •  
the costs of obtaining clinical and commercial supplies of Oxbryta, inclacumab and any other product candidates we may identify and develop;
 
  •  
our ability to advance our development programs, including for Oxbryta, inclacumab and any other potential product candidate programs we may identify and pursue, the timing and scope of these development activities, and the availability of approval for any of our other product candidates;
 
  •  
our ability to successfully obtain any additional regulatory approvals from any regulatory authorities, and the scope of any such regulatory approvals, to market and sell Oxbryta, inclacumab and any other product candidates we may identify and develop in any territory(ies);
 
  •  
the cash requirements of any future acquisitions or discovery of product candidates;
 
  •  
the time and cost necessary to respond to technological and market developments;
 
  •  
the extent to which we may acquire or
in-license
other product candidates and technologies, and the costs and timing associated with any such acquisitions or
in-licenses;
 
  •  
our ability to attract, hire, and retain qualified personnel; and
 
  •  
the costs of maintaining, expanding, and protecting our intellectual property portfolio.
Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. If adequate funds are not available to us on a timely basis, we may be required to delay, limit or terminate our development or commercialization activities for Oxbryta, inclacumab or for any other product candidates we may identify and pursue, or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially and adversely affect our business, prospects, financial condition and results of operations.
We are party to a loan and security agreement that contains operating and financial covenants that may restrict our business and financing activities.
In December 2019, we entered into a loan agreement, or Term Loan, with funds managed by Pharmakon Advisors LP, which are BioPharma Credit PLC, as collateral agent, Biopharma Credit Investments V (Master)
 
55
LP, as a lender, and BPCR Limited Partnership, as a lender, for a senior secured credit facility under which we were extended an initial term loan of $75.0 million upon execution of the loan agreement and an additional term loan of $75.0 million in November 2020. Borrowings under the Term Loan are secured by a first priority security interest in and a lien on substantially all of our assets, subject to certain exceptions.
The Term Loan restricts our ability, among other things, to:
 
  •  
sell, transfer or otherwise dispose of any of our business or property, subject to limited exceptions;
 
  •  
make certain changes to our organizational structure;
 
  •  
consolidate or merge with other entities or acquire other entities;
 
  •  
incur additional indebtedness or create encumbrances on our assets;
 
  •  
pay dividends, other than dividends paid solely in shares of our common stock, or make distributions on and, in certain cases, repurchase our stock;
 
  •  
repay subordinated indebtedness; or
 
  •  
make certain investments.
In addition, we are required under the Term Loan to comply with various operating covenants and default clauses that may restrict our ability to finance our operations, engage in business activities or expand or fully pursue our business strategies. A breach of any of these covenants or clauses could result in a default under the Term Loan, which could cause all of the outstanding indebtedness under the facility to become immediately due and payable.
If we are unable to generate sufficient cash to repay our debt obligations when they become due and payable, we may not be able to obtain additional debt or equity financing on favorable terms, if at all, which may negatively affect our business operations and financial condition.
Risks Related to Our Business and the Clinical Development, Regulatory Review and Approval of Our Product Candidates
If we are unable to obtain regulatory approval in additional jurisdictions for Oxbryta or one or more jurisdictions for inclacumab or any future product candidates that we may identify and develop, our business will be substantially harmed.
We cannot commercialize a product until the appropriate regulatory authorities have reviewed and approved the product candidate. Approval by the FDA and comparable foreign regulatory authorities such as the European Medicines Agency, or EMA, is lengthy and unpredictable and depends upon numerous factors. Approval policies, regulations, or the type and amount of clinical data necessary to gain approval may change during the course of a product candidate’s clinical development and may vary among jurisdictions, which may cause delays in the approval or the decision not to approve an application. We have only obtained regulatory approval for Oxbryta in the United States. In January 2021, the EMA accepted for review our Marketing Authorization Application, or MAA, seeking full marketing authorization of Oxbryta to treat hemolytic anemia in SCD patients ages 12 years and older, and the MAA is undergoing standard review by the EMA. We also plan to submit by mid-2021 a supplemental New Drug Application, or sNDA, to expand the current Oxbryta label to include treatment of SCD in children ages 4 to 11 years, under the FDA’s accelerated approval pathway. Thereafter, we also plan to submit a New Drug Application, or NDA, for a new age-appropriate formulation for this patient population. In addition, Great Britain will no longer be covered by centralized MAs, which, if granted, will include our MA for Oxbryta, as a result of the UK’s exit from the EU (often referred to as Brexit). We, therefore, plan to utilize the decision reliance procedure available for a period of two years from January 1, 2021, to seek approval of Oxbryta in Great Britain by the Medicines and Healthcare products Regulatory Agency, or MHRA, if our MA is granted by the EMA. While utilizing such decision reliance procedure may significantly accelerate the potential regulatory approval of Oxbryta in Great Britain as compared to making a completely separate
 
56
application in parallel to our EMA MAA, we will still need to make a separate application to the MHRA and there is no guarantee as to if or when the MHRA will approve such application. It is possible that we will never obtain these or any other regulatory approvals for Oxbryta, for inclacumab or for any other product candidates we may seek to develop in the future.
Applications for product candidates could fail to receive regulatory approval for many reasons, including, but not limited to:
 
  •  
we may not be able to demonstrate to the satisfaction of regulatory authorities (including the EMA) that Oxbryta, inclacumab or any other product candidates we may develop are safe and effective for any proposed indications;
 
  •  
the FDA or comparable foreign regulatory authorities may disagree with our plans or expectations regarding the pathways and endpoints for approval, including the availability of accelerated approval, or the design or implementation of our nonclinical studies or clinical trials;
 
  •  
the populations studied in our clinical programs may not be sufficiently broad or representative to assure safety or demonstrate efficacy in the full population for which we seek approval;
 
  •  
the FDA or comparable foreign regulatory authorities may require additional nonclinical studies or clinical trials beyond those we anticipate;
 
  •  
the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data and results from our nonclinical studies or clinical trials;
 
  •  
the data and results collected from nonclinical studies or clinical trials of Oxbryta, inclacumab and any other product candidates that we may identify and pursue may not be sufficient to support the submission for regulatory approval;
 
  •  
we may be unable to demonstrate to the FDA or comparable foreign regulatory authorities that a product candidate’s risk-benefit ratio for its proposed indication is acceptable;
 
  •  
the FDA or comparable foreign regulatory authorities may find deficiencies with or fail to approve the manufacturing processes, test procedures and specifications, or facilities of third-party manufacturers with which we contract and rely on for all clinical and commercial supplies of Oxbryta, inclacumab and any other product candidates (if any); and
 
  •  
the approval policies or regulations of the FDA or comparable foreign regulatory authorities may change in a manner that renders our development or manufacturing efforts insufficient for approval.
The lengthy regulatory review and approval process, as well as the inherent unpredictability of the results of nonclinical studies and clinical trials, and our reliance on third-party manufacturers for any product candidates, may result in our failure to obtain regulatory approval to market Oxbryta outside of the United States or to market inclacumab or other product candidates that we may pursue in the United States or elsewhere, which would significantly harm our business, prospects, financial condition and results of operations.
Expedited development and regulatory approval programs for Oxbryta, such as the accelerated approval under Subpart H, may not lead to a faster development or regulatory review or approval process, may not lead to any approval, and may lead to an approval that is later withdrawn.
The FDA approved Oxbryta through the accelerated approval process under Subpart H, and we plan to seek approval under the accelerated approval process under Subpart H for a sNDA to expand the current Oxbryta label to include treatment of SCD in children ages 4 to 11 years. While the FDA approved Oxbryta under Subpart H, we cannot be assured that our planned sNDA will benefit from or receive accelerated approval under Subpart H, or that any other product candidates that we may develop will qualify for or benefit from any such expedited programs in the United States, including under Subpart H, or in any foreign regulatory jurisdictions.
 
57
In June 2017, the EMA granted PRIME designation for Oxbryta for the treatment of SCD. The PRIME program is a regulatory mechanism that provides for early and proactive EMA support to medicine developers to help patients benefit as early as possible from innovative new products that have demonstrated the potential to significantly address an unmet medical need. We cannot be assured that Oxbryta or any other product candidates that we may develop will benefit from a PRIME program designation.
The FDA grants accelerated approval under Subpart H for new drugs that address serious or life-threatening illnesses and that provide meaningful therapeutic benefit to patients over existing treatments. Under Subpart H, the FDA may grant marketing approval for a new drug product on the basis of adequate and well-controlled clinical trials establishing that the drug product has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit or on the basis of an effect on a clinical endpoint other than survival or irreversible morbidity.
Drugs approved under Subpart H are required to be further evaluated in at least one post-marketing study to verify clinical benefit. To satisfy such requirement, we are conducting our TCD post-confirmatory study, the HOPE-KIDS 2 Study. We previously announced that the FDA agreed that TCD flow velocity would be an acceptable primary endpoint in a post-approval confirmatory study of Oxbryta to demonstrate stroke risk reduction for purposes of full approval by the FDA and that we had reached final agreement with the FDA on the design of the TCD post-confirmatory study.
We temporarily paused screening and enrollment on our HOPE-KIDS 2 Study due to the impact of the
COVID-19
pandemic. Activities on our clinical trials have now resumed, with appropriate measures in place. Assessment of the long-term impact of
COVID-19
on our clinical trials is ongoing and we may not be able to complete this study or any other successful post-marketing confirmatory study as required to maintain approval and achieve full approval, or data and results from our required post-marketing confirmatory program may not verify Oxbryta’s clinical benefit to maintain approval and achieve full approval, in which case the product may be required to be withdrawn from market approval.
Access to any expedited program, including through the FDA (such as accelerated approval under Subpart H), may be withdrawn by the FDA or a foreign regulatory authority if it believes that the program is no longer supported by data from our clinical development, and accelerated approval under Subpart H may be withdrawn if, among other reasons, required post-marketing confirmatory studies are not completed or if the FDA determines the results of post-marketing confirmatory studies do not verify clinical benefit.
All of our programs other than Oxbryta are still in earlier development stages, so we remain very reliant on the potential success of Oxbryta in the clinic and in the marketplace. If we are unable to successfully commercialize Oxbryta for SCD or complete clinical development of Oxbryta, or experience delays in doing so, our business will be materially harmed.
To date, we have invested a majority of our efforts and financial resources in the nonclinical and clinical development of Oxbryta, including conducting nonclinical studies and clinical trials, submitting and obtaining approval for an NDA, and providing general and administrative support for these operations. Our other clinical product candidates are in the earlier stages of development, and our only clinical development program for Oxbryta is in SCD. Our future success is highly dependent on our ability to successfully continue to develop, obtain and maintain regulatory approval for, and commercialize Oxbryta inside and outside the United States for SCD.
We are evaluating Oxbryta in SCD patients in our ongoing HOPE-KIDS 1 Study, our HOPE-KIDS 2 Study (which is our post-approval confirmatory study), and other ongoing and planned clinical trials. In light of the
COVID-19
pandemic, we temporarily delayed certain of our research and development activities, including temporarily pausing screening and enrollment in all
GBT-sponsored
clinical studies. Activities on our clinical trials have now resumed, with appropriate measures in place. Assessment of the long-term impact of
COVID-19
on our clinical trials is ongoing.
 
58
All of our other programs are in earlier stages of research and development. As a result, even after
in-licensing
the inclacumab program, we are very dependent on Oxbryta for our business, prospects, financial condition and results of operations.
We are also very dependent on the data and results that we obtain over time from our clinical program for Oxbryta, including the HOPE-KIDS 2 Study. The primary endpoint of the HOPE-KIDS 2 Study relates to TCD measurement, and we have not previously conducted any Phase 3 clinical study of Oxbryta in SCD patients using this primary endpoint, nor do we believe this measure has been used as a primary endpoint for any registrational studies for any other SCD therapies.
As we continue our clinical development of Oxbryta, the additional data we generate could be different from, including less favorable in terms of efficacy and/or safety, than the data generated and discussed with the FDA to date. If this were to occur, it could significantly impact our continued development and commercialization of Oxbryta. In addition, depending on the results we obtain from our HOPE-KIDS 2 Study, which we intend to satisfy our post-approval confirmatory requirement under Subpart H, accelerated approval of Oxbryta under Subpart H may be withdrawn (which would also mean full approval would not be achieved, and could also mean that Oxbryta could be required to be removed from the market) if the required post-marketing confirmatory program is not completed or if the FDA determines the results do not verify clinical risk/benefit. If our planned submission of a sNDA to expand the current Oxbryta label to include treatment of SCD in children ages 4 to 11 years is approved and our HOPE-KIDS 2 Study also serves as the post-approval confirmatory study under Subpart H for any such pediatric approval, any accelerated approval of Oxbryta in this pediatric population, if any, may be withdrawn as well depending on the results we obtain from the HOPE-KIDS 2 Study. We do not have a special protocol assessment agreement in place with the FDA for our HOPE-KIDS 2 Study.
We cannot be certain that Oxbryta, inclacumab or any other product candidates that we seek to develop will be successful in nonclinical studies or clinical trials or receive and maintain any regulatory approvals. If we do not receive regulatory approval for, regulatory approval is withdrawn from, or we otherwise fail to successfully commercialize Oxbryta, inclacumab or any other product candidates, we are likely to need to spend significant additional time and resources to identify other product candidates, advance them through nonclinical and clinical development and apply for regulatory approvals, which would adversely affect our business, prospects, financial condition and results of operations.
The development of Oxbryta as a potential disease-modifying anti-sickling agent in SCD patients represents a novel therapeutic approach, and there is a risk that the outcomes of our clinical trials will not be favorable or otherwise support any further decision to seek or grant or maintain any regulatory approval.
We have concentrated our product research and development efforts on developing novel, mechanism-based therapeutics for the treatment of grievous blood-based disorders with significant unmet need, and our future success depends on the success of this therapeutic approach. The clinical trial requirements of the FDA and other comparable regulatory agencies and the criteria these regulators use to determine the safety and efficacy of any product candidate vary substantially according to the type, complexity, novelty and intended use and market of the potential product. To date, there are only four approved therapies for SCD, Oxbryta, crizanlizumab, hydroxyurea, and
L-glutamine,
and Oxbryta is the first approved therapy directed toward preventing the polymerization of hemoglobin molecules as a mechanism to reduce red blood cell sickling in SCD patients. As a result, the design and conduct of clinical trials for a therapeutic product candidate such as Oxbryta that targets this mechanism in SCD patients are subject to unknown risks, and we may experience setbacks with our ongoing or planned clinical trials of Oxbryta in SCD because of the limited clinical experience with its mechanism of action in these patients.
In particular, regulatory authorities in the United States and Europe have not issued definitive guidance as to how to measure and achieve efficacy in treatments for SCD. Based on our discussions with the FDA regarding
 
59
the design for the HOPE Study, we determined to measure change in hemoglobin levels as the primary endpoint in the Phase 3 HOPE Study. This primary endpoint has not been used previously in a registration study for any SCD treatment. As a result, regulators outside of the United States have not determined that such data would signify a clinically meaningful result in SCD patients or would support seeking or obtaining regulatory approval.
We did not achieve statistically significant results with respect to either potential key secondary endpoint in Part A of the HOPE Study (relating to episodes of VOCs and to the Patient Reported Outcome instrument developed by us), and we may not achieve key endpoints in other clinical trials, such as any post-marketing confirmatory studies. In addition, we may not achieve the same results with respect to the primary endpoint in Part A of the HOPE Study in other ongoing of future clinical trials, including our ongoing TCD post-confirmatory study, the HOPE-KIDS 2 Study. Any inability to design clinical trials with protocols and endpoints acceptable to applicable regulatory authorities, and to obtain and maintain regulatory approvals for Oxbryta, inclacumab and any other product candidates that we may pursue, would have an adverse impact on our business, prospects, financial condition and results of operations.
Results of earlier studies may not be predictive of future clinical trial results, and initial studies may not establish or maintain an adequate safety or efficacy profile for Oxbryta, inclacumab or other product candidates that we may pursue to justify proceeding to advanced clinical trials or an application for regulatory approval.
The results of nonclinical studies and clinical trials of Oxbryta, inclacumab and of any future product candidates that we may pursue may not be predictive of the results of later-stage clinical trials, and interim results of a clinical trial may not necessarily predict final results. For example, our nonclinical studies and clinical trials to date of Oxbryta in SCD have involved mostly one genotype of SCD, known as HbSS, and the results of these studies may not be replicated in other genotypes of SCD in clinical trials or in the general patient population. In addition, the results obtained in our development program for SCD patients aged 12 years and older, such as in our Phase 3 HOPE Study, may not be replicated in our ongoing studies in pediatric populations, including our HOPE-KIDS 1 Study and HOPE-KIDS 2 Study.
Products evaluated in post-marketing studies and product candidates in later stages of clinical trials may fail to demonstrate the desired safety and efficacy despite having progressed through nonclinical studies and earlier clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier studies, and we cannot be certain that we will not face similar setbacks. Since Oxbryta was approved under Subpart H requiring successful completion of a confirmatory clinical trial to obtain full FDA approval, if the results of our confirmatory study fail to demonstrate efficacy and safety adequate to obtain full regulatory approval for Oxbryta and maintain its marketing approval in the United States, this would have a substantial impact on our business, prospects, financial condition and results of operations.
In addition, nonclinical and clinical data are often susceptible to various interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in nonclinical studies and clinical trials have nonetheless failed to obtain marketing approval, in part because of differing interpretations of data and results by regulatory authorities. For example, our HOPE-KIDS 1 Study and our ActIVe Phase 4 study designed to evaluate the effect of Oxbryta on exercise capacity, as measured by cardiopulmonary exercise testing (CPET) in patients 12 years of age and older with SCD, utilize an “open-label” trial design, and we may use open-label trial designs in the future. An open-label clinical trial is one in which both the patient and investigator know whether the patient is receiving the investigational product candidate or either an existing approved drug or placebo. In many cases, open-label clinical trials test only the investigational product candidate and sometimes may do so at different dose levels, as in the case of our HOPE-KIDS 1 Study. Open-label clinical trials may be subject to “patient bias,” where patients perceive their symptoms to have improved merely due to their awareness of receiving the treatment under investigation, or “investigator bias,” where those assessing and reviewing the physiological outcomes of the clinical trials are aware of the treatment administered to patients and may interpret
 
60
the information of a treated group more favorably given this knowledge. The results from an open-label trial may not be predictive of future clinical trial results with Oxbryta or any of our product candidates when studied in a controlled environment with a placebo or active control. In addition, data and results from later studies or programs may conflict with earlier findings for a variety of other reasons.
Our failure to demonstrate the required characteristics to support continued marketing of Oxbryta in the United States, full FDA approval, marketing approval for Oxbryta outside of the United States, or marketing approval for inclacumab or any other product candidate we may choose to develop, in any ongoing or future clinical trials would substantially harm our business, prospects, financial condition and results of operations.
Before we are able to obtain any marketing approval for Oxbryta outside of the United States, foreign regulatory authorities may impose additional requirements, the scope of which are not fully known at this time.
Before we can obtain any marketing approval for a drug candidate for any potential indication, we must successfully complete clinical trials. The FDA typically requires at least two pivotal, well-controlled Phase 3 clinical trials as a condition to the submission of an NDA and does not usually consider a single Phase 3 clinical trial to be adequate to support product approval. The FDA will typically only consider relying on one pivotal trial if, in addition, other well-controlled studies of the drug exist (for example, for other dosage forms or in other populations) or if the pivotal trial is a multi-center trial that provides highly reliable and statistically strong evidence of an important clinical benefit, and a confirmatory study would have been difficult to conduct on ethical grounds.
The FDA approved Oxbryta for the treatment of SCD under the accelerated approval pathway under Subpart H, and approval under this accelerated pathway means that we are required to conduct at least one post-marketing confirmatory study sufficient to verify Oxbryta’s clinical benefit, which we intend to satisfy through our HOPE-KIDS 2 Study. With respect to Europe, the EMA accepted for review our Marketing Authorization Application, or MAA, seeking full marketing authorization of Oxbryta to treat hemolytic anemia in SCD patients ages 12 years and older. The MAA is undergoing standard review by the EMA, and it includes data from our Phase 3 HOPE Study and our Phase 2 HOPE-KIDS 1 Study, both of which enrolled patients at clinical sites in Europe.
Foreign authorities may not consider the results of our ongoing, planned or potential future clinical trials of Oxbryta to be sufficient to obtain or maintain any regulatory and/or pricing or reimbursement approvals outside of the United States. For example, in the EU the EMA may not approve the MAA we have submitted which is under standard review for the potential approval of Oxbryta to treat hemolytic anemia in SCD patients ages 12 years and older. Any post-marketing confirmatory studies, if required, would result in increased costs and potential delays in the clinical development and marketing approval process outside the United States, which may require us to expend more resources than are available to us. In addition, it is possible that the FDA and the comparable foreign authorities may have divergent opinions on the elements necessary for a successful NDA or other application for marketing authorization, as applicable, which may cause us to alter our development, regulatory and/or commercialization strategies.
We may encounter substantial delays in conducting or completing our clinical trials, which in turn will result in additional costs and may ultimately prevent successful or timely completion of the clinical development and commercialization of Oxbryta, inclacumab or any other product candidates we may identify and pursue.
Before obtaining marketing approval from regulatory authorities for the sale of any our product candidates, we must conduct extensive clinical trials to demonstrate the safety and efficacy of the product candidates in humans. In addition, because the FDA approved Oxbryta under the accelerated approval pathway under Subpart H, we must conduct at least one post-marketing confirmatory study to verify clinical risk/benefit, which we intend to satisfy through our HOPE-KIDS 2 Study. Clinical testing is expensive, time-consuming and uncertain
 
61
as to outcome, and we cannot guarantee that any of our current or future clinical trials for Oxbryta or any other product candidates we may pursue will be conducted as planned or completed on schedule, if at all. For example, in light of the
COVID-19
pandemic, we temporarily paused all site activation, screening and enrollment activities for our HOPE-KIDS 2 Study (other than, where feasible, contracting and other administrative study
start-up
activities). Activities on our clinical trials have now resumed, with measures in place that we believe are appropriate. Assessment of the long-term impact of
COVID-19
on our clinical trials is ongoing, and it is unknown whether we will be required to pause or delay such activities again in the future. A failure of one or more clinical trials can occur at any stage of testing. Events that may prevent successful or timely completion of clinical development include:
 
  •  
delays or failures in reaching a consensus with regulatory agencies on study design, including clinical endpoints sufficient to support an approval decision;
 
  •  
delays or failures to receive approval for conduct of clinical studies in one or more geographies, which could result in delays in enrollment and availability of data and results;
 
  •  
delays or failures in reaching agreement on acceptable terms with a sufficient number of prospective contract research organizations, or CROs, and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;
 
  •  
delays in obtaining required Institutional Review Board, or IRB, or ethics committee approval for each clinical trial site;
 
  •  
delays in recruiting a sufficient number of suitable patients to participate in our clinical trials;
 
  •  
imposition of a clinical hold by any regulatory authority, including if imposed due to safety concerns after an inspection of our clinical trial operations or study sites;
 
  •  
failure by our CROs, clinical sites, participating clinicians or patients, other third parties or us to adhere to clinical trial, regulatory or legal requirements;
 
  •  
failure to perform in accordance with the FDA’s good clinical practices, or GCPs, or applicable regulatory requirements in other countries;
 
  •  
delays in the testing, validation, manufacturing and delivery of sufficient quantities of Oxbryta or our product candidates or study related devices to the clinical sites and patients;
 
  •  
delays in having patients enroll or complete participation in a study in accordance with applicable protocols or protocol amendments or return for post-treatment
follow-up;
 
  •  
reduction in the number of participating clinical trial sites or patients, including by dropping out of a trial;
 
  •  
failure to address in an adequate or timely manner any patient safety concerns that arise during the course of a trial;
 
  •  
unanticipated costs or increases in costs of clinical trials of Oxbryta or our product candidates;
 
  •  
the occurrence of serious adverse events or other safety concerns associated with Oxbryta or our product candidates; or
 
  •  
changes in regulatory requirements and guidance that require amending or submitting new clinical protocols or obtaining additional IRB or other approvals to conduct or complete clinical studies of Oxbryta or our product candidates.
We could also encounter delays if a clinical trial is suspended or terminated for any reason (which could occur as a result of termination by us, by the IRBs or ethics committees of the institutions in which such trials are being conducted, by an independent Safety Review Board for such trial, or by the FDA or other regulatory
 
62
authorities). A clinical trial can be suspended or terminated for a wide variety of reasons, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by us, or the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, or failure to demonstrate a benefit from using Oxbryta or a drug candidate. In addition, if we make manufacturing or formulation changes to Oxbryta or our product candidates, we may need to conduct additional studies to bridge the development program from the data and results for the previous version to the modified version.
Clinical trial delays could shorten any periods during which we may have the exclusive right to commercialize a drug or product candidate or allow our competitors to bring products to market before we do, which could impair our ability to successfully commercialize Oxbryta and our product candidates. In addition, any delays in completing our clinical trials will increase our costs, slow down our drug development and approval process or jeopardize our ability to maintain our current FDA approval of Oxbryta (or to achieve full FDA approval or any product approvals outside of the United States), and jeopardize our ability to continue or commence product sales and generate revenues. Any of these occurrences may significantly harm our business, prospects, financial condition and results of operations.
Difficulty in enrolling patients or maintaining compliance with dosing or other requirements in our clinical trials could delay or prevent clinical trials of Oxbryta or our product candidates, which in turn could delay or prevent our ability to obtain or maintain the regulatory approvals necessary to commercialize Oxbryta and our product candidates.
Identifying and qualifying patients to participate in our ongoing and planned clinical trials of Oxbryta, inclacumab, and any other product candidates that we may develop are critical to our success. Our clinical development efforts are initially focused on rare chronic blood diseases. For example, according to estimates by the Centers for Disease Control and Prevention, the prevalence of SCD, for which Oxbryta is indicated, is approximately 100,000 individuals in the United States. Accordingly, there are limited patient pools from which to draw for clinical trials in our target indications. We may not be able to identify, recruit, and enroll a sufficient number of subjects to complete our clinical trials of Oxbryta because of the perceived risks and benefits of Oxbryta, the availability of competing therapies and clinical trials, the proximity and availability of clinical trial sites for prospective subjects and the subject referral practices of physicians, among other factors.
Further, if subjects in our clinical trials fail to comply with our dosing regimens or other requirements in our clinical trials, we may not be able to generate clinical data acceptable to the FDA or comparable regulatory authorities in our trials. For example, successful conduct of our HOPE-KIDS 2 Study (our post-approval confirmatory study) will require consistency in TCD measurements, which is why we are providing specific training and equipment to participating clinical trial sites in such clinical trial. Failure to achieve consistent high-quality readings could result in data that are difficult to interpret or that delay or confound the results. If clinical sites or patients are unwilling or unable to participate in, complete or comply with the protocols for our studies for any reason, the timeline for recruiting subjects, conducting studies and obtaining regulatory approval of potential products may be delayed.
If we experience difficulties or delays in enrollment or are otherwise unable to successfully complete any clinical trial of Oxbryta, or any other product candidates we may pursue, our costs are likely to increase, and our ability to obtain and maintain regulatory approval (or achieve full regulatory approval of Oxbryta) and generate product revenue from Oxbryta and any of these product candidates will be impaired. Any of these occurrences would harm our business, prospects, financial condition and results of operations.
If serious adverse events or unacceptable side effects are identified during the development of Oxbryta or our product candidates, we may need to delay, limit or terminate our clinical development activities.
Clinical trials by their nature utilize only a small sample of the potential patient population. For example, our Phase 3 HOPE Study in SCD patients represents only a very small fraction of all patients with SCD. Side
 
63
effects of Oxbryta, inclacumab or any other product candidates that we may develop may be uncovered only in later stages of clinical trials, or only in trials involving different patient populations (such as pediatric patients), or only during post-approval studies, such as our HOPE-KIDS 2 Study (our TCD confirmatory study), or the safety reporting required for approved products. Many approved drugs and product candidates that initially showed promise in early stage testing have later been found to cause side effects that prevented their further development. Moreover, a nonclinical toxicology study with Oxbryta in
non-humans
and clinical trials involving other hemoglobin modifiers (other than Oxbryta) have shown a decrease in oxygen delivery to tissue when a significant percentage of hemoglobin is modified. Hemoglobin modifiers, by increasing HbS’s affinity for oxygen, can cause a shift in oxygen levels, potentially resulting in tissue hypoxia. To date, clinical studies of Oxbryta have not shown evidence of tissue hypoxia. However, if Oxbryta or any other product candidates that we may develop are associated with tissue hypoxia or any other undesirable side effects or unexpected undesirable characteristics in clinical trials or nonclinical studies, we may need to abandon their development or limit their development to more narrow uses or subpopulations, which could adversely affect our business, prospects, financial condition and results of operations. In addition, with respect to Oxbryta, such a result may also significantly impact or require us to terminate our commercialization of Oxbryta.
Although the FDA and the European Commission have each granted orphan drug designation for Oxbryta for the potential treatment of SCD, we may not receive orphan drug designation for inclacumab or any other product candidates for which we may submit new applications for orphan drug designation, and any orphan drug designations that we have received or may receive in the future may not confer marketing exclusivity or other expected commercial benefits.
Our business strategy focuses on the development of product candidates for the treatment of rare, chronic blood disorders that may be eligible for FDA or EU orphan drug designation. Regulatory authorities in some jurisdictions, including the United States and the EU, may designate drugs for relatively small patient populations as orphan drugs. Under the Orphan Drug Act, the FDA may designate a drug as an orphan drug if it is intended to treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually in the United States. In the EU, the Committee for Orphan Medicinal Products of the EMA recommends orphan drug designation to promote the development of medical products that are intended for the diagnosis, prevention or treatment of a life-threatening or chronically debilitating condition affecting not more than five in 10,000 persons in the EU and for which no satisfactory method of diagnosis, prevention, or treatment is authorized (or in other very limited circumstances). In 2015 and 2016, respectively, the FDA and the European Commission (acting on a positive recommendation by the EMA) each granted orphan drug designation for Oxbryta for the treatment of patients with SCD.
Generally, if a drug with an orphan drug designation subsequently receives the first marketing approval for the indication for which it has such designation, the drug is entitled to a period of marketing exclusivity, which precludes the FDA or the EMA from approving another marketing application for the same drug for the same indication for that time period. The applicable period is seven years in the United States and 10 years in the EU. The EU exclusivity period can be reduced to six years if a drug no longer meets the criteria for orphan drug designation or if the drug is sufficiently profitable so that market exclusivity is no longer justified. Orphan drug exclusivity may be lost if the FDA or EMA determines that the request for designation was materially defective or if the manufacturer is unable to assure sufficient quantity of the drug to meet the needs of patients with the rare disease or condition.
Although the FDA and the EMA have each granted orphan drug designation to Oxbryta for the treatment of SCD, we may apply for orphan drug designation for Oxbryta in other jurisdictions or for other indications, or for inclacumab or other product candidates we may develop and pursue in the future. Applicable regulatory authorities may not grant us these additional designations. In addition, the exclusivity granted under any orphan drug designations that we have received from the FDA and the EMA, or may receive from any other regulatory authorities (if any), may not effectively protect Oxbryta or any other product candidate we pursue from competition because different drugs can be approved for the same condition. For example, in the United States,
 
64
even after an orphan drug is approved, the FDA can subsequently approve another drug for the same condition if the FDA concludes that the later drug is clinically superior, or the FDA can approve a competitor application for the same drug for a different indication than the orphan drug designation. In addition, legislators or regulators may reevaluate and elect to modify orphan drug exclusivity laws or regulations in ways that could materially impact existing or future orphan drug designations. We do not know if, when, or how such authorities may change their orphan drug regulations and policies in the future, and it is uncertain how any changes may affect our business. Any inability to secure or maintain orphan drug designation or the exclusivity benefits of this designation would have an adverse impact on our ability to develop and commercialize our product candidates. In addition, even if any orphan drug designations we receive are maintained, we may be unable to realize significant commercial benefits from these regulatory exclusivities for Oxbryta or any other product candidate we pursue.
Risks Related to Our Reliance on Third Parties
We rely, and will continue to rely, on third parties to conduct some of our nonclinical studies and all of our clinical trials and also to perform other tasks for us. If these third parties perform in an unsatisfactory manner, it may harm our business.
We have relied upon and plan to continue to rely upon third-party CROs, including our CROs for our clinical trials of Oxbryta, to monitor and manage data for some of our ongoing nonclinical studies and for all of our clinical programs. We rely on these parties for execution of these nonclinical studies and clinical trials, and control only certain aspects of their activities. Nevertheless, we are responsible for ensuring that each of our studies and trials are conducted in accordance with the applicable protocol, legal, regulatory, and scientific standards and our reliance on the CROs does not relieve us of our regulatory responsibilities. We and our CROs and other vendors are required to comply with all applicable cGMPs, GCPs, and current good laboratory practices, or GLPs, which are regulations and guidelines enforced by the FDA, the Competent Authorities of the Member States of the European Economic Area, or EEA, and comparable foreign regulatory authorities. Regulatory authorities enforce these regulations through periodic inspections of study sponsors, principal investigators, study sites, manufacturing facilities, nonclinical testing facilities and other contractors. If we or any of our CROs or other vendors fail to comply with applicable regulations, the data generated in our nonclinical studies and clinical trials may be deemed unreliable and the applicable regulatory authorities may suspend regulatory approval or require us to repeat or to perform additional nonclinical and clinical studies before approving our marketing applications, which would delay the regulatory review and approval process, perhaps significantly.
In addition, the execution of nonclinical studies and clinical trials, the subsequent compilation and analysis of the data and results produced, and the supply of product for our trials and commercialization, requires coordination among various parties. In order for these functions to be carried out effectively and efficiently, it is imperative that these parties communicate and coordinate with one another. These third parties may terminate their agreements with us upon short notice for our uncured material breach, or under certain other circumstances. If any of our relationships with our third-party CROs or other key vendors (including manufacturing and testing facilities) terminates, we may not be able to enter into arrangements with alternative CROs or other key vendors on a timely basis or at all, or do so on commercially reasonable terms. In addition, our CROs and other key vendors are not our employees, and except for remedies available to us under our agreements with them, we cannot control whether they devote sufficient time and resources to our programs. Furthermore, these third party CROs or other key vendors may also have relationships with other entities, some of which may be our competitors. If CROs or other key vendors do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the data and results they obtain or the product they supply is compromised for any reason (including failure to adhere to our protocols, or regulatory requirements), our development activities may be extended, delayed, or terminated and we may not be able to seek, obtain or maintain regulatory approval for or successfully commercialize Oxbryta or any of our product candidates. Switching or adding CROs or any other key vendors involves additional cost, time and
 
65
management resources and focus. In addition, our CROs or other key vendors may also generate higher costs than anticipated.
In addition, in connection with any NDA or MMA for our product candidates,
pre-approval
inspections by a regulatory agency of our facilities and/or those of third parties involved in the drug development program may occur, including at clinical trial sites, CMOs or other third parties on which we are very reliant. Significant negative results from
pre-approval
inspections, if any, could materially delay potential approval of the drug candidate. Accordingly, our dependence on third-party CROs, other key vendors and other third parties may subject us to challenges, delays and costs that have a material adverse impact on our business, prospects, financial condition and results of operations.
We rely entirely on third parties for the manufacturing of Oxbryta, inclacumab and for any other product candidates we may pursue for nonclinical studies and clinical trials, and we expect to continue to do so for the commercialization of Oxbryta in the United States and for any other product commercialization we may conduct. Our business could be harmed if any of those third parties fail to provide us with sufficient quantities of drug product, or fail to do so at acceptable quality or quantity levels or prices.
We do not currently have, nor do we plan to acquire, the infrastructure or capability internally to manufacture drug supplies for our ongoing commercialization of Oxbryta and for any clinical trials we are conducting or may conduct for Oxbryta, inclacumab or any other future product candidates, and we do not presently expect that we will establish or acquire the resources necessary to manufacture any of our product candidates on a commercial scale. We rely, and expect to continue to rely, wholly on third-party manufacturers to produce our product candidates for our clinical trials, as well as for commercial manufacture or any required post-marketing studies of Oxbryta, and we expect to do the same with respect to any other product candidates, if any, that receives marketing approval. If any manufacturer with whom we contract fails to perform its obligations, we may be forced to manufacture the materials ourselves, for which do not currently have or anticipate developing the requisite capabilities or resources, or enter into an agreement with one or more different manufacturers, which we may not be able to do on reasonable terms and timelines, if at all. Although we generally do not begin a clinical trial unless we believe we have a sufficient supply of a product candidate to complete the trial, any significant delay or discontinuity in the supply of a product candidate, or the raw material components thereof, for an ongoing clinical trial due to the need to replace a third-party manufacturer could considerably delay the clinical development and potential regulatory approval of our product candidates, which could harm our business and results of operations. We expect to rely on multiple third parties for the manufacture of commercial supplies of Oxbryta as well as for inclacumab or any other product candidates, if approved.
We may be unable to establish or maintain any agreements with third-party manufacturers for Oxbryta, inclacumab or any other product candidates, or to do so on acceptable terms. Even if we are able to establish or maintain agreements with third-party manufacturers for Oxbryta, inclacumab or any other product candidates, reliance on third-party manufacturers entails additional risks, including:
 
  •  
reliance on the third party for regulatory compliance and quality assurance;
 
  •  
the possible breach or termination of the manufacturing agreement by the third party or by us, including at a time that is costly or inconvenient for us;
 
  •  
the inability of the third party to satisfy our ordering requirements as to quality, quantity and/or price, including, without limitation, potential impact on supply chain due to the impact of public health risks, such as the
COVID-19
pandemic;
 
  •  
the possible misappropriation of our proprietary information, including our trade secrets and
know-how;
and
 
  •  
the unwillingness of the third party to extend or renew terms with us when desired.
Our reliance on third-party manufacturers in connection with inclacumab entails additional potential risks, in connection with the transfer of technology from Roche to our third-party manufacturer for inclacumab, and the
 
66
requirement for approval by the FDA of any Investigational New Drug application, or IND, from the new site, which may not be successful. In addition, because of our lack of experience manufacturing a biologic product, we will have greater reliance on the expertise and experience of our third-party manufacturer for inclacumab.
Furthermore, all of our contract manufacturers are engaged with other companies to supply and/or manufacture materials or products for such companies, which exposes our manufacturers to regulatory and market risks for the production of such third-party materials and products. As a result, failure to meet the regulatory requirements for the production of those materials and products may affect the regulatory assessment or clearance of our contract manufacturers’ facilities generally, and industry consolidation, pricing or other market factors may cause our contract manufacturers to scale back, terminate or refuse to renew desired arrangements for our materials. Any of these factors could negatively impact our ability to commercialize Oxbryta or develop, obtain additional regulatory approval for or further market, as applicable, Oxbryta or our product candidates, if approved.
Oxbryta, inclacumab and any future product candidates that we may identify and pursue may compete with other product candidates and marketed drugs for access to manufacturing facilities. Any performance failure on the part of our existing or future manufacturers could delay or impair clinical development, marketing approval or commercialization. Although we believe we have adequate supplies to commercialize Oxbryta and conduct our ongoing clinical trials, if we are unable to enter into relationships with additional contract manufacturers, or our current or future contract manufacturers cannot perform as agreed, we may experience delays and incur additional costs in our continued commercialization and clinical development activities. Our current and anticipated future dependence upon others for the manufacturing of Oxbryta, our product candidates and any other marketed drugs may adversely affect our future profit margins and our ability to commercialize Oxbryta or any other product candidates that receive marketing approval on a timely and competitive basis.
If the contract manufacturing facilities on which we rely do not continue to meet regulatory requirements or are unable to meet our supply demands, our business will be harmed.
All entities involved in the preparation of therapeutics for clinical trials or commercial sale, including our existing contract manufacturers for Oxbryta and for our product candidates, are subject to extensive regulation. Components of a finished therapeutic product approved for commercial sale or used in late-stage clinical trials must be manufactured in accordance with cGMPs, or similar regulatory requirements outside the United States. These regulations govern manufacturing processes and procedures, including recordkeeping, and the implementation and operation of quality systems to control and assure the quality of investigational products and products approved for sale. Poor control of production processes can lead to the introduction of contaminants or to inadvertent changes in the properties or stability of Oxbryta or our product candidates. Our failure, or the failure of our third-party manufacturers, to comply with applicable regulations could result in sanctions being imposed on us, including clinical holds, fines, injunctions, civil penalties, delays, suspension or withdrawal of approvals, license revocation, suspension of production, seizures or voluntary recalls of product candidates or marketed drugs, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect clinical or commercial supplies of Oxbryta, inclacumab or any of our future product candidates.
Among other requirements, we or our contract manufacturers must supply all necessary documentation in support of an NDA or MAA seeking approval of a product candidate on a timely basis and must adhere to GLP and cGMP regulations enforced by the FDA and other regulatory agencies through their facilities inspection programs. The facilities and quality systems of some or all of our third-party contractors must pass a
pre-approval
inspection for compliance with the applicable regulations as a condition of regulatory approval for Oxbryta. In addition, the regulatory authorities may, at any time, audit or inspect a manufacturing facility involved with the preparation of Oxbryta, inclacumab or any of our future product candidates or the associated quality systems. Although we oversee the contract manufacturers, we cannot control the manufacturing process of, and are completely dependent on, our contract manufacturing partners for compliance with these complex regulatory requirements. If these manufacturers, facilities, records or systems do not pass
pre-approval
 
67
inspections and reviews, additional regulatory approval of Oxbryta or regulatory approval of inclacumab or any of our other future product candidates may never be granted or may be substantially delayed.
In addition, at any time following approval of a product for sale, the regulatory authorities also may audit the manufacturing facilities of our third-party contractors. If any such inspection or audit identifies a failure to comply with applicable regulations or if a violation of our product specifications or applicable regulations occurs independent of such an inspection or audit, we or the relevant regulatory authority may require remedial measures that could be costly or time consuming for us or a third party to implement, and that may include the temporary or permanent suspension of a clinical study or commercial sales or the temporary or permanent closure of a facility. Any such remedial measures imposed upon us or third parties with whom we contract could materially harm our business.
Additionally, if supply from one approved manufacturer is interrupted, an alternative manufacturer would need to be qualified through a supplement to an NDA, MAA variation or equivalent foreign regulatory filing, which would result in further delay, uncertainty and costs. If this occurs, our commercial distribution or clinical trials could be delayed significantly as we establish alternative supply sources. In some cases, the technical skills required to manufacture our products or product candidates may be proprietary to the original manufacturer and we may have contractual restrictions or other challenges in seeking to transfer such skills to a
back-up
or alternate supplier. In addition to verifying that any new manufacturer maintains facilities and procedures that comply with quality standards and with all applicable regulations, we would also need to verify, such as through a manufacturing comparability study, that any new manufacturing process will produce our product or product candidate according to the specifications previously submitted to or approved by the FDA or another regulatory authority. The delays and costs associated with the verification of a new manufacturer could negatively affect our ability to develop product candidates or commercialize our products in a timely manner or within budget. In addition, changes in manufacturers often involve changes in manufacturing procedures and processes, which, in the case of the manufacturers that supply our product candidates, could require that we conduct bridging studies between our prior clinical supply used in our clinical trials and that of any new manufacturer. We may be unsuccessful in demonstrating the comparability of clinical supplies, which could require the conduct of additional clinical trials and result in the suspension of or delays in our commercialization activities and clinical development plans. Any of these factors could cause us to incur higher costs and could cause the delay or termination of clinical trials, regulatory submissions, required approvals, or commercialization of Oxbryta or our product candidates. Furthermore, if our suppliers fail to meet contractual requirements and we are unable to secure one or more replacement suppliers capable of production at a substantially equivalent cost, our clinical trials may be delayed or we could lose potential revenue.
Our reliance on third parties requires us to share our trade secrets and confidential information, which increases the possibility that a competitor will discover them or that our critical information will be misappropriated or disclosed.
Because we rely on third parties to manufacture Oxbryta and to conduct other aspects of our clinical development activities, as well as for inclacumab and any other product candidates we may pursue, we must, at times, share trade secrets with them. We seek to protect our proprietary technology in part by entering into confidentiality agreements and, if applicable, other forms of agreement with any collaborators, CROs, manufacturers and consultants prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the third parties to use or disclose our confidential information. Despite the contractual provisions employed when working with third parties, the need to share trade secrets and other confidential information increases the risk that such trade secrets and confidential information may become known by our competitors, may inadvertently be incorporated into the technology of others, or are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our
know-how
and trade secrets, a competitor’s discovery of our trade secrets or confidential information, or other unauthorized use or disclosure would impair our competitive position and may have a material adverse effect on our business.
 
68
Our agreements typically restrict the ability of certain collaborators, CROs, manufacturers, other key vendors and consultants to publish data, although many of our contracts provide for the right to publish data in specified circumstances. A significant breach of these publication provisions could impair our competitive position. In addition, we conduct joint research and development programs that may require us to share trade secrets and other confidential information. Despite our efforts to protect our trade secrets and confidential information, our competitors may discover them, either through breach of agreements relating to these programs, independent development or publication of information where we do not have proprietary or otherwise protected rights at the time of publication. A competitor’s discovery of our trade secrets or confidential information would impair our competitive position and have an adverse impact on our business.
Risks Related to Our Intellectual Property
If we or our licensors are unable to obtain and maintain sufficient intellectual property protection for Oxbryta or our product candidates, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize product candidates similar or identical to ours, and our ability to successfully commercialize Oxbryta, inclacumab and other product candidates that we may pursue may be impaired. Changes in patent policy and rules could impair our ability to protect our products and increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents.
As is the case with other biopharmaceutical companies, our success depends in large part on our ability to obtain and maintain protection of the intellectual property, particularly patents, that we may exclusively license or own solely and jointly with others in the United States and other countries with respect to Oxbryta and our product candidates and technology, including inclacumab. We seek to protect our proprietary position by filing patent applications in the United States and abroad related to Oxbryta and our product candidates.
Obtaining and enforcing biopharmaceutical patents is costly, time consuming, uncertain and complex, and we or our licensors may not be able to file and prosecute all necessary or desirable patent applications, or maintain, enforce and license any patents that may issue from such patent applications, at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. We may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the rights to patents licensed to third parties. Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business. If our current or future licensors, licensees or collaboration partners fail to establish, maintain or protect such patents and other intellectual property rights, such rights may be reduced or eliminated. If our licensors, licensees or collaboration partners are not fully cooperative or disagree with us as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised.
The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal, technological and factual questions and has in recent years been the subject of much litigation. In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the United States, or vice versa. Further, we may not be aware of all third-party intellectual property rights potentially relating to Oxbryta or our product candidates. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing or, in some cases, not at all. Therefore, we cannot know with certainty whether we were the first to make the inventions claimed in our patents or pending patent applications, or that we were the first to file for patent protection of such inventions. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are and will remain highly uncertain. The patent examination process may require us or our licensors, licensees or collaboration partners to narrow the scope of the claims of our or our licensors’, licensees’ or collaboration partners’ pending and future patent applications, which may limit the scope of patent protection that may be obtained. Our pending and future patent applications may not result in patents being issued that protect Oxbryta, inclacumab or any future product candidates, in
 
69
whole or in part, or which effectively prevent others from commercializing competitive product candidates. Even if our patent applications issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be able to circumvent our patents by developing similar or alternative product candidates in a
non-infringing
manner, or by successfully seeking to narrow or invalidate our patents or render them unenforceable. Our and our licensors’, licensees’ or collaboration partners’ patent applications cannot be enforced against third parties practicing the technology claimed in such applications unless and until a patent issues from such applications, and then only to the extent the issued claims cover the technology.
We cannot assure you that all of the potentially relevant prior art relating to our patents and patent applications has been found. If such prior art exists, it can invalidate a patent or prevent a patent from issuing from a pending patent application. Moreover, we may be subject to a third-party preissuance submission of prior art to the United States Patent and Trademark Office, or USPTO, or become involved in opposition, derivation, reexamination,
inter partes
review, post-grant review or interference proceedings challenging our patent rights or the patent rights of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate, our patent rights, allow third parties to commercialize Oxbryta or our product candidates and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize drugs without infringing third-party patent rights. In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, it could dissuade companies from collaborating with us to license, develop or commercialize Oxbryta, inclacumab or any future product candidates.
In addition, the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or freedom to operate or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical product candidates, or limit the duration of the patent protection of Oxbryta or our product candidates. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing drugs similar or identical to ours.
The United States has enacted patent reform legislation from time to time and the United States Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents once obtained. Depending on future actions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would diminish the value of our patents and patent applications or narrow the scope of our patent protection, or weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.
Assuming the other requirements for patentability are met, in the United States prior to March 15, 2013, the first to make the claimed invention is entitled to the patent, while outside the United States, the
first-to-file
a patent application is entitled to the patent. After March 2013, under the Leahy-Smith America Invents Act, or AIA, enacted in 2011, the United States has moved to a
first-to-file
system similar to other countries’ systems. The AIA also includes a number of significant changes that affect the way patent applications are prosecuted, and may also affect patent litigation. The effects of these changes are currently unclear as the USPTO must still implement various regulations, the courts have yet to address certain of these provisions and the applicability of the AIA and new regulations remain to be issued. Accordingly, it is not clear what, if any, impact the AIA will have on the operation of our business. However, the AIA and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of patents that may issue from such patent applications, all of which could have a material adverse effect on our business and
 
70
financial condition. Any further changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of our patents and patent applications or narrow the scope of our potential patent protection.
Our products and product candidates may be eligible for other forms of exclusivity (e.g., data exclusivity) for varying periods in varying jurisdictions. For example, we expect inclacumab, if approved, would be eligible for regulatory exclusivity (e.g., data exclusivity for biologics and orphan drug exclusivity) in various jurisdictions such as the U.S. and Europe, which exclusivities may extend beyond patent expiry in the case of inclacumab. Both the United States and the EU provide pathways for biologics competitors to seek approval for biosimilar products at the end of the relevant exclusivity period or, in some circumstances, before such period expires (for example, if a biosimilar applicant obtains approval for one or more of the indications approved for the innovator product by extrapolating clinical data from one indication to support approval for other indications). As a result, the available forms of exclusivity may not provide us with sufficient protections to exclude others from commercializing drugs similar or identical to ours.
We may become subject to claims alleging infringement of third parties’ patents or proprietary rights and/or claims seeking to invalidate our patents, which would be costly, time consuming and, if successfully asserted against us, delay or prevent the development and commercialization of Oxbryta, inclacumab or any future product candidates that we may develop.
We cannot assure that Oxbryta, inclacumab or any future product candidates that we may develop will not infringe existing or future third-party patents. Because patent applications can take many years to issue and may be confidential for 18 months or more after filing, there may be applications now pending of which we are unaware and which may later result in issued patents that we may infringe by commercializing Oxbryta or any future product candidates that we may develop. We may additionally be unaware of one or more issued patents that would be infringed by the manufacture, sale or use of Oxbryta, inclacumab or any of our other product candidates.
We may in the future become party to, or be threatened with, adversarial proceedings or litigation against us regarding third party intellectual property rights with respect to Oxbryta, inclacumab or any other of our future product candidates, that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages, including treble damages and attorneys’ fees if we are found to be willfully infringing a third party’s patents. We may also be required to indemnify parties with whom we have contractual relationships against such claims. If a patent infringement suit were brought against us, we could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit. As a result of patent infringement claims, or to avoid potential claims, we may choose to seek, or be required to seek, a license from the third party to continue developing, manufacturing and marketing Oxbryta and our product candidates and would most likely be required to pay license fees or royalties or both, that could be significant. These licenses may not be available on acceptable terms, or at all. Even if we were able to obtain a license, the rights may be nonexclusive, which would give our competitors access to the same intellectual property licensed to us. Ultimately, we could be prevented from commercializing a product, or forced to redesign it, or to cease some aspect of our business operations if, as a result of actual or threatened patent infringement claims, we are unable to enter into licenses on acceptable terms. Even if we are successful in defending against such claims, such litigation can be expensive, uncertain, and time consuming to litigate, and would divert management’s attention from our core business. Any of these events could harm our business significantly.
In addition to infringement claims against us, if third parties prepare and file patent applications in the United States that also claim technology similar or identical to ours, we may have to participate in interference or derivation proceedings in the USPTO to determine which party is entitled to a patent on the disputed invention. We may also become involved in similar opposition proceedings in the European Patent Office or similar offices in other jurisdictions regarding our intellectual property rights with respect to Oxbryta and our product candidates and technology.
 
71
We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time consuming and unsuccessful.
Competitors or other parties may infringe our patents or other intellectual property. Although we are not currently involved in any intellectual property litigation, if we were to initiate legal proceedings against a third party to enforce a patent covering Oxbryta or one of our product candidates, the defendant could counterclaim that the patent covering Oxbryta or our product candidate is invalid and/or unenforceable. In addition, there is an abbreviated regulatory pathway, under the Biologics Price Competition and Innovation Act of 2009, for the regulatory approval of biosimilar or interchangeable biologic products, which could create a litigation pathway for a third party to challenge patents covering inclacumab. In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace, and there are multiple potential grounds for a validity challenge or an unenforceability assertion. The outcome following legal assertions of invalidity and unenforceability is often highly unpredictable.
Interference or derivation proceedings provoked by third parties or brought by us or declared by the USPTO may be necessary to determine the priority of inventions with respect to our patents or patent applications. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms.
In addition, our defense of litigation, interference or derivation proceedings may fail and, even if successful, may result in substantial costs and distract our management and other employees. In addition, the uncertainties associated with litigation could have a material adverse effect on our business and operations including our ability to commercialize Oxbryta, raise the funds necessary to continue our clinical trials, continue our research programs, license necessary technology from third parties, or enter into development partnerships that would help us bring Oxbryta and our product candidates to domestic and foreign markets.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our common stock.
We may become subject to claims challenging the inventorship or ownership of our patents and other intellectual property.
We may be subject to claims that former employees, collaborators or other third parties have an interest in our patents or other intellectual property as an inventor or
co-inventor.
For example, inventorship disputes may arise from conflicting obligations of third parties involved in developing our product candidates or as a result of questions regarding
co-ownership
of potential joint inventions. Litigation may be necessary to defend against these and other claims challenging inventorship or ownership or we may enter into agreements to clarify the scope of our rights in such intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business and operations including our ability to raise the funds necessary to commercialize Oxbryta, continue our clinical trials, continue our research programs, license necessary technology from third parties, or enter into development partnerships that would help us bring our product candidates to market. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.
We jointly own patents and patent applications with third parties. Our ability to exploit or enforce these patent rights, or to prevent the third party from granting licenses to others with respect to these patent rights, may be limited in some circumstances.
 
72
We jointly own certain patents and patent applications with third parties. In the absence of an agreement with each
co-owner
of jointly owned patent rights, we will be subject to default rules pertaining to joint ownership. Some countries require the consent of all joint owners to exploit, license or assign jointly owned patents, and if we are unable to obtain that consent from the joint owners, we may be unable to exploit the invention or to license or assign our rights under these patents and patent applications in those countries. For example, we have exclusively licensed from the Regents of the University of California, or Regents, worldwide patent rights covering Oxbryta and certain Oxbryta analogs, some of which patent rights we jointly own with the Regents. Additionally, in the United States, each
co-owner
may be required to be joined as a party to any claim or action we may wish to bring to enforce these patent rights, which may limit our ability to pursue third party infringement claims.
We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.
We employ individuals who were previously employed at universities or other biotechnology or pharmaceutical companies, including our competitors or potential competitors. Although we try to ensure that our employees, consultants and independent contractors do not use the proprietary information or
know-how
of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of any of our employees’ former employers or other third parties. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel, which could adversely impact our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.
If we are unable to protect the confidentiality of our trade secrets or other confidential information, the value of our technology could be materially adversely affected and our business would be harmed.
We seek to protect our confidential proprietary information, in part, by confidentiality agreements and invention assignment agreements with our employees, consultants, scientific advisors, contractors and collaborators. These agreements are designed to protect our proprietary information. However, we cannot be certain that such agreements have been entered into with all relevant parties, and we cannot be certain that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. For example, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. We also seek to preserve the integrity and confidentiality of our confidential proprietary information by maintaining physical security of our premises and physical and electronic security of our information technology systems, but it is possible that these security measures could be breached. Enforcing a claim that a third party obtained illegally and is using trade secrets or confidential
know-how
is expensive, time consuming and unpredictable. The enforceability of confidentiality agreements may vary from jurisdiction to jurisdiction. If any of our confidential proprietary information were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent such competitor from using that technology or information to compete with us, which could harm our competitive position. Additionally, if the steps taken to maintain our trade secrets are deemed inadequate, we may have insufficient recourse against third parties for misappropriating the trade secret.
Failure to obtain or maintain trade secrets or confidential
know-how
trade protection could adversely affect our competitive position. Moreover, our competitors may independently develop substantially equivalent proprietary information and may even apply for patent protection in respect of the same. If successful in obtaining such patent protection, our competitors could limit our use of our trade secrets or confidential
know-how.
 
73
Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for
non-compliance
with these requirements.
Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications will be due to be paid to the USPTO and various governmental patent agencies outside of the United States in several stages over the lifetime of the patents and/or applications. We employ outside firms and rely on them to pay many of these fees. The USPTO and various non- U.S. governmental patent agencies require compliance with a number of complex procedural, documentary, fee payment and other similar provisions during the patent application process. We employ reputable law firms and other professionals to help us comply, and in many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However,
non-compliance
can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors might be able to enter the market, with a material adverse effect on our business.
We may not be able to protect our intellectual property rights throughout the world.
Filing, prosecuting and defending patents on our product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries worldwide, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and may also export infringing products to territories where we have patent protection but patent enforcement is not strong. These products may compete with our products and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
Many companies have encountered significant problems in protecting and defending intellectual property rights throughout the world. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, particularly those relating to biotechnology products, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
Changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our products.
As is the case with other biopharmaceutical companies, our success is heavily dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the biopharmaceutical industry involve both technological complexity and legal complexity. Therefore, obtaining and enforcing biopharmaceutical patents is costly, time-consuming and inherently uncertain. In addition, the AIA has been recently enacted in the United States, resulting in significant changes to the U.S. patent system.
An important change introduced by the AIA is that, as of March 16, 2013, the United States transitioned to a
“first-to-file”
system for deciding which party should be granted a patent when two or more patent applications
 
74
are filed by different parties claiming the same invention. A third party that files a patent application in the USPTO after that date but before us could, therefore, be awarded a patent covering an invention of ours even if we had made the invention before it was made by the third party. This will require us to be cognizant going forward of the time from invention to filing of a patent application, but circumstances could prevent us from promptly filing patent applications on our inventions.
Among some of the other changes introduced by the AIA are changes that limit where a patentee may file a patent infringement suit and provide opportunities for third parties to challenge any issued patent in the USPTO. This applies to all of our U.S. patents, even those issued before March 16, 2013. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in United States federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. The AIA and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents.
The USPTO recently has developed regulations and procedures to govern administration of the AIA, and many of the substantive changes to patent law associated with the AIA, and, in particular, the first to file provisions, only became effective on March 16, 2013. Accordingly, the courts have yet to address many of these provisions and it is not clear what, if any, impact the AIA will have on the operation of our business. The AIA and its implementation could increase the uncertainties and costs surrounding the prosecution of our or our licensors’ or collaboration partners’ patent applications and the enforcement or defense of our or our licensors’ or collaboration partners’ issued patents, all of which could have an adverse effect on our business and financial condition.
Additionally, the U.S. Supreme Court has ruled on several patent cases in recent years narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this has also contributed to uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future. Similarly, the complexity and uncertainty of European patent laws has also increased in recent years. In addition, the European patent system is relatively stringent in the type of amendments that are allowed during prosecution. These changes could limit our ability to obtain new patents in the future that may be important for our business.
Risks Related to Our Business and Industry
Pandemics such as the one caused by the novel strain of coronavirus,
SARS-CoV-2,
which causes
COVID-19,
as well as similar outbreaks and other public health crises, could adversely impact our business, including our commercialization activities, clinical trials and preclinical studies.
Pandemics, similar outbreaks and other public health crises could adversely impact our business. For example, the outbreak of the novel coronavirus,
SARS-CoV-2,
which causes coronavirus disease 2019
(COVID-19),
has evolved into a global pandemic that has significantly impacted people and entities throughout the world. As a result of the
COVID-19
pandemic, we have experienced and may continue to experience disruptions that could materially impact our business. The extent to which this pandemic or other health crises, or changes in laws and regulations such as
shelter-in-place
orders, impact our business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning
COVID-19
and the actions taken to contain
COVID-19
or treat its impact, among others.
 
75
As a result of the
COVID-19
pandemic, various aspects of our business operations have been, and could continue to be, disrupted. In response to the pandemic, we implemented a work from home policy, with our administrative and certain other employees continuing their work outside of our offices, and restricted
on-site
staff to only a limited number of employees who have critical needs to be in the facility. The increase in working remotely could increase our cyber security risk, create data accessibility concerns, and make us more susceptible to communication disruptions, any of which could adversely impact our business operations or delay necessary interactions with local and federal regulators, ethics committees, manufacturing sites and clinical trial sites. In addition, as a result of
shelter-in-place
orders or other mandated travel restrictions, staff conducting
on-site
research and development may have limited access to our laboratory space, and these core activities may be significantly limited or curtailed, possibly for an extended period of time.
The
COVID-19
pandemic has also reduced the ability to engage with the medical and investor communities, including due to the cancellation or reformatting of conferences scheduled throughout the year. For example, in light of the
COVID-19
pandemic, we temporarily suspended our field team from most
in-person
interactions, including visits to physician offices, clinics and hospitals as well as
in-person
meetings with payors. These and other measures may significantly impact our ability to commercialize Oxbryta, such as by impacting new patient enrollments.
In addition, our ongoing and planned clinical trials have been and will likely continue to be affected by the
COVID-19
pandemic. For example, in light of the
COVID-19
pandemic, we temporarily paused screening and enrollment in all
GBT-sponsored
clinical studies (other than, where feasible, certain contracting and other administrative study
start-up
activities). Activities on our clinical trials have now resumed, with measures in place that we believe are appropriate. Assessment of the long-term impact of
COVID-19
on our clinical trials is ongoing, and it is unknown whether we will be required to pause or delay such activities again in the future. Any prolongation or
de-prioritization
of our clinical trials or delay in regulatory review resulting from such disruptions could materially affect the development and study of Oxbryta or our product candidates. Study procedures (particularly any procedures that may be deemed
non-essential),
site initiation, participant recruitment and enrollment, participant dosing, shipment of our study compound, distribution of clinical trial materials, study monitoring, site inspections and data analysis may be delayed or paused due to changes in hospital or research institution policies, federal, state or local regulations, prioritization of hospital and other medical resources toward pandemic efforts, or other reasons related to the pandemic. If
COVID-19
continues to spread, some participants and clinical investigators may not be able to comply with clinical trial protocols and we may experience increased patient study withdrawals or protocol deviations. For example, this may occur if quarantines or other travel limitations (whether voluntary or required) may impede participant movement, affect access to study sites, or interrupt healthcare services for a prolonged period of time. As a result, we may be unable to conduct our clinical trials.
Furthermore, the
COVID-19
pandemic has resulted in, and could continue to cause, interruptions or delays in the operations of the FDA and other domestic or foreign regulatory agencies, which could impact the conduct of our clinical trials, the ability to seek agency input on our regulatory strategies and potential filings or interactions with regulatory agencies that oversee our research, development and promotional activities. For example, the
COVID-19
pandemic has led the FDA to place some foreign and domestic inspections on hold. Should the FDA determine that an inspection is necessary for approval of a marketing application and an inspection cannot be completed during the review cycle due to restrictions on travel, FDA has stated that it generally intends to issue a complete response letter. Additionally, if there is inadequate information to make a determination on the acceptability of a facility, FDA may defer action on the application until an inspection can be completed. Regulatory authorities outside the United States may adopt similar restrictions or other policy measures in response to the
COVID-19
pandemic and may also experience delays in their regulatory activities. The extent and impact of such any such disruptions or delays are currently unpredictable.
Our and our vendors’ and collaborators’ research, preclinical development, and manufacturing operations also may be adversely impacted by the
COVID-19
pandemic. We currently utilize third parties to, among other
 
76
things, supply and manufacture raw materials, components, and Oxbryta and our product candidates, to ship Oxbryta and our product candidates and manufacturing materials, and to perform certain testing relating to Oxbryta and our product candidates, including clinical studies and stability testing. If we, or any third parties in our supply chain for materials which are used in either the manufacture of Oxbryta or our product candidates or the conduct of our research and development, are adversely impacted by restrictions resulting from the coronavirus outbreak, our supply chain may be disrupted and our ability to manufacture and ship Oxbryta and our product candidates for commercial and research and development activities may be limited. In particular, the FDA has granted Emergency Use Authorization to certain vaccines for
COVID-19,
and more are likely to be authorized in the future. The resultant demand for vaccines and potential for manufacturing facilities and materials to be commandeered under the Defense Production Act of 1950, or equivalent foreign legislation, may make it more difficult to obtain materials or manufacturing slots for the supply needed to support the commercialization of Oxbryta or the development of our product candidates.
In addition, the trading prices for our common stock and other biopharmaceutical companies have been highly volatile as a result of the
COVID-19
pandemic. As a result, we may face difficulties raising capital through equity or debt financings, or such financing transactions may be on unfavorable terms. While the potential economic impact brought by and the duration of the pandemic may be difficult to assess or predict, it has already caused, and is likely to result in further, significant disruption of global financial markets, which may reduce our ability to access capital either at all or on favorable terms. Furthermore, a recession, depression or other sustained adverse market event resulting from the spread of
COVID-19
could materially and adversely affect our business and the value of our common stock.
The ultimate impact of the
COVID-19
pandemic, or any other health epidemic, is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business, our commercialization activities, our clinical and preclinical programs, our clinical, preclinical, research, manufacturing, and regulatory activities, healthcare systems or the global economy as a whole. However, these effects could have a material adverse impact on our operations, and we will continue to monitor the situation closely.
Our future success depends on our ability to retain key employees, consultants and advisors and to attract, retain and motivate qualified personnel.
We are highly dependent on the management, commercial, research and development, clinical, financial and business development expertise of our executive officers, as well as the other members of our team. Although we have employment offer letters with each of our executive officers, each of them may terminate their employment with us at any time. We do not maintain “key person” insurance for any of our executives or employees.
Recruiting and retaining qualified scientific, medical, clinical, technical operations personnel and sales and marketing personnel will also be critical to our success. The loss of the services of our executive officers or other key employees could impede the achievement of our research, development and commercialization objectives and seriously harm our ability to successfully implement our business strategy. Furthermore, replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfully develop, gain regulatory approval for and commercialize our product candidates. Competition to hire qualified personnel in our industry and geographic market is intense, and we may be unable to hire, train, retain or motivate these key personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. The
COVID-19
pandemic, as well as similar outbreaks or other significant business disruptions, may make such efforts more challenging. Furthermore, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or that they have divulged proprietary or other confidential information, or that their former employers own their research output. We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. In addition, we rely on consultants and advisors, including scientific and clinical advisors, to assist
 
77
us in formulating our research and development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us. If we are unable to continue to attract and retain high quality personnel, our ability to pursue our growth strategy will be limited.
We have recently implemented sales, marketing and distribution capabilities and expect to expand our product development capabilities, and, as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.
With our recent establishment of infrastructure required for commercialization of Oxbryta and our current and planned product development activities, we have experienced significant and rapid growth in the number of our employees and the scope of our operations, particularly in the areas of sales, marketing and distribution, regulatory affairs, research and drug development. To manage this and future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Due to our limited financial resources, we may not be able to effectively manage the expansion of our operations or recruit, train and retain a sufficient number of qualified personnel. The expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage our recent or future growth could delay the execution of our business plans or disrupt our operations.
If we are not successful in discovering, developing, acquiring or commercializing additional product candidates, our ability to expand our business and achieve our strategic objectives could be impaired.
Although a substantial amount of our effort will focus on the continued commercialization, clinical testing and seeking of additional regulatory approval of Oxbryta, a key element of our strategy is to pursue, develop and commercialize a portfolio of products utilizing proprietary discovery and development technology. We are seeking to do so through our internal research programs and may also selectively pursue commercially synergistic
in-licensing
or acquisition of additional assets, such as inclacumab. With the exception of Oxbryta, all of our other potential product candidates remain in the earlier development stages. Research programs to identify product candidates require substantial technical, financial and human resources, whether or not any product candidates are ultimately identified. Our research programs may initially show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development for many reasons, including the following:
 
  •  
the research methodology used may not be successful in identifying potential product candidates;
 
  •  
competitors may develop alternatives that render our product candidates obsolete or less attractive;
 
  •  
product candidates we develop may nevertheless be covered by third parties’ patents or other exclusive rights;
 
  •  
the market for a product candidate may change during our program so that such a product may become unreasonable to continue to develop;
 
  •  
a product candidate may on further study be shown to have harmful side effects, lack of potential efficacy or other characteristics that indicate it is unlikely to meet applicable regulatory criteria or remain reasonable to continue to develop;
 
  •  
a product candidate may not be capable of being produced in commercial quantities at an acceptable cost, or at all; and
 
  •  
a product candidate may not be accepted as safe and effective by patients, the medical community or third-party payors, if applicable.
 
78
If we fail to develop and successfully commercialize inclacumab or any other product candidates, our business and future prospects may be harmed and our business will be more vulnerable to any problems that we encounter in developing and commercializing Oxbryta.
If successful product liability claims are brought against us, we may incur substantial liability and costs. If the use of Oxbryta or our product candidates harms patients, or is perceived to harm patients even when such harm is unrelated to Oxbryta or our product candidates, our regulatory approvals could be revoked or otherwise negatively impacted and we could be subject to costly and damaging product liability claims.
The commercialization of Oxbryta, the use of Oxbryta and our product candidates, including inclacumab, in clinical trials and the sale of any other products for which we obtain marketing approval exposes us to the risk of product liability claims. Product liability claims might be brought against us by consumers, healthcare providers, pharmaceutical companies or others selling or otherwise coming into contact with our products. There is a risk that Oxbryta or our product candidates may induce adverse events. The risk of product liability claims may be increased now that Oxbryta is approved and being sold in the United States. If we cannot successfully defend against product liability claims, we could incur substantial liability and costs. In addition, regardless of merit or eventual outcome, product liability claims may result in:
 
  •  
impairment of our business reputation;
 
  •  
withdrawal of clinical trial participants;
 
  •  
costs due to related litigation;
 
  •  
distraction of management’s attention from our primary business;
 
  •  
substantial monetary awards to patients or other claimants;
 
  •  
increased warnings on product labels or additional restrictions imposed by regulatory authorities;
 
  •  
the recall of Oxbryta or our product candidates;
 
  •  
the inability to commercialize Oxbryta or our product candidates; and
 
  •  
decreased demand for Oxbryta or our product candidates, if approved for commercial sale.
We carry product liability insurance in amounts that we believe are sufficient in light of our current commercial activities and clinical programs, but we may not be able to obtain and maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to liability. On occasion, large judgments have been awarded in class action lawsuits based on drugs or medical treatments that had unanticipated adverse effects. A successful product liability claim or series of claims brought against us could cause our stock price to decline and, if judgments exceed our insurance coverage, could adversely affect our results of operations and business.
During the course of treatment, patients may suffer adverse events, including death, for reasons that may or may not be related to our products or product candidates. Such events can be time-consuming to address, could subject us to costly litigation, require us to pay substantial amounts of money to injured patients, can delay, negatively impact or end our opportunity to receive or maintain regulatory approval to market our products or product candidates, if approved, can require us to suspend or abandon our commercialization efforts of any approved product candidates, or can impair our ability to raise funds to pursue our development or commercialization efforts. Investigations of these events may interrupt our sales efforts, delay our regulatory approval process in other countries, or impact and limit the type of regulatory approvals our product candidates receive or maintain. As a result of these factors, a product liability claim, even if successfully defended, could have a material adverse effect on our business, financial condition or results of operations.
We may choose to use our financial and human resources to pursue a particular research program or product candidate and fail to capitalize on other programs or product candidates that may ultimately be more profitable or for which there is a greater likelihood of success.
 
79
Because we have limited resources, we may forego or delay the pursuit of opportunities with programs or product candidates or for indications that later prove to have greater commercial potential than those we do pursue. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Our spending on current and future research and development programs for product candidates, including inclacumab, may not yield any commercially viable products. If we do not accurately evaluate the commercial potential or target market for a particular product candidate, we may relinquish valuable rights to that product candidate through strategic collaboration, licensing or other partnering arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization rights to such product candidate, or we may allocate internal resources to a product candidate in a therapeutic area in which it would have been more advantageous to enter into a partnering arrangement.
Any collaboration, distribution or other arrangements that we might enter into in the future may not be successful, which could adversely affect our operations and financial condition.
We may seek collaboration, distribution or other arrangements with pharmaceutical or biotechnology companies for the development or commercialization of Oxbryta, inclacumab and potential future product candidates. For example, we have entered into an License and Collaboration Agreement with Syros Pharmaceuticals, Inc., to discover, develop and commercialize novel therapies for SCD and beta thalassemia, as well as an exclusive agreement with Biopharma-Middle East and Africa, or
Biopharma-MEA,
to distribute Oxbryta in the GCC region. We may enter into additional collaboration, distribution or other arrangements on a selective basis depending on the merits of retaining commercialization rights for ourselves as compared to entering into selective arrangements with leading pharmaceutical or biotechnology companies for our products or product candidates, both in the United States and internationally. To the extent that we decide to enter into such arrangements, we will face significant competition in seeking appropriate partners. Whether we reach a definitive agreement for any collaboration, distribution or other arrangement will depend, among other things, upon our assessment of the partner’s resources and expertise, the terms and conditions of the proposed arrangement and the proposed partner’s evaluation of a number of factors. Those factors may include the design or results of clinical trials, the likelihood of approval by the FDA or comparable foreign regulatory authorities, the potential market for a product or a product candidate, the costs and complexities of manufacturing and delivering a product or product candidate to patients, the potential of competing products, any uncertainty with respect to our ownership of technology, which can occur if there is a challenge to our ownership without regard to the merits of the challenge and industry and market conditions generally. Moreover, these arrangements are complex and time consuming to negotiate, document and implement, and we may not be successful in our efforts to establish and implement additional collaborations or other alternative arrangements should we so chose to enter into such arrangements. The terms of any collaborations or other arrangements that we may establish may not be favorable to us.
Any collaboration, distribution or other arrangement that we enter into may not be successful and may increase our potential liabilities. The success of our arrangements will depend heavily on the efforts and activities of us and our partners, who generally have significant discretion in determining the efforts and resources that they will apply to these collaborations. Disagreements between parties to an arrangement regarding research, development and commercialization matters can lead to delays in the development process or commercializing the applicable product or product candidate and, in some cases, costly and time-consuming disputes or termination of the arrangement. These disagreements can be difficult to resolve successfully, and any such termination or expiration would adversely affect us financially and could harm our business reputation. In addition, we are reliant on our partners’ compliance with applicable laws and regulations in the region in which they operate, such as in the GCC region with respect to our arrangement with
Biopharma-MEA.
A partner’s failure to comply with applicable law could result in liability for us, and negatively impact our operations and business reputation. Many of such arrangements in the pharmaceutical and biotechnology industries do not result in successful outcomes, for a wide variety of reasons.
 
80
Our current and anticipated international operations may expose us to business, regulatory, political, operational, financial, pricing and reimbursement and economic risks associated with doing business outside of the United States.
Our business strategy currently incorporates international expansion as we evaluate data from our Phase 3 HOPE Study, plan to conduct additional studies inside and outside the United States, and plan to seek to obtain regulatory approval to commercialize Oxbryta in additional patient populations inside the United States as well as in patient populations outside the United States. Doing business internationally involves a number of risks, including but not limited to:
 
  •  
restrictions and obligations imposed by privacy regulations, such as provisions under the GDPR, applicable to the collection and use of personal health data in the European Union;
 
  •  
multiple, conflicting, and changing laws and regulations such as tax laws, export and import restrictions, employment laws, regulatory requirements, and any requirements to obtain other governmental approvals, permits, and licenses;
 
  •  
failure by us to obtain and maintain regulatory approvals for the sale or use of our products in various countries;
 
  •  
additional potentially relevant third-party patent rights;
 
  •  
complexities and difficulties in obtaining protection for and enforcing our intellectual property;
 
  •  
difficulties in staffing and managing our current and potential foreign operations;
 
  •  
complexities associated with managing multiple payor reimbursement regimes, government payors, or patient
self-pay
systems;
 
  •  
limits in our ability to penetrate international markets;
 
  •  
financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our products, and exposure to foreign currency exchange rate fluctuations;
 
  •  
natural disasters, political and economic instability, including wars, terrorism, and political unrest, outbreak of disease, boycotts, curtailment of trade, and other business restrictions;
 
  •  
certain expenses including, among others, expenses for travel, translation, and insurance; and
 
  •  
regulatory and compliance risks that relate to maintaining accurate information and control over sales and activities that may fall within the purview of the FCPA, its books and records provisions, or its anti-bribery provisions.
Any such factors may impose additional responsibilities, obligations or liability in relation to our current and planned activities outside the United States, and we may be required to put in place additional mechanisms and make additional expenditures to ensure compliance with existing and new requirements, which could significantly harm our future international expansion and operations and, consequently, our results of operations.
We are subject to certain U.S. and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations (collectively, “Trade Laws”). We can face serious consequences for violations.
Among other matters, Trade Laws prohibit companies and their employees, agents, clinical research organizations, legal counsel, accountants, consultants, contractors, and other partners from authorizing, promising, offering, providing, soliciting, or receiving directly or indirectly, corrupt or improper payments or anything else of value to or from recipients in the public or private sector. Violations of Trade Laws can result in substantial criminal fines and civil penalties, imprisonment, the loss of trade privileges, debarment, tax
 
81
reassessments, breach of contract and fraud litigation, reputational harm, and other consequences. We have direct or indirect interactions with officials and employees of government agencies or government-affiliated hospitals, universities, and other organizations. We also expect our activities outside the United States to increase over time. We engage third parties for clinical trials and/or to obtain necessary permits, licenses, patent registrations, and other regulatory approvals, have entered into an exclusive agreement with
Biopharma-MEA
to distribute Oxbryta in the GCC region, and expect to contract with additional third parties with respect to the distribution and commercialization of Oxbryta and our other product candidates in territories outside the United States, if approved for marketing in any such territories. We can be held liable for the corrupt or other illegal activities of our personnel, agents, or partners, even if we do not explicitly authorize or have prior knowledge of such activities.
Misconduct or other improper activities of our employees, agents, contractors or collaborators could adversely affect our reputation and our business, prospects, operating results and financial condition.
We cannot ensure that our compliance controls, policies, and procedures will in every instance protect us from acts committed by our employees, agents, contractors or collaborators that would violate the law or regulations of the jurisdictions in which we operate, including FDA, healthcare, employment, foreign corrupt practices, environmental, competition, and patient privacy regulations. Misconduct by our employees, agents, contractors, or collaborators could include intentional or unintentional failures to:
 
  •  
comply with EMA or FDA regulations or similar regulations of comparable foreign regulatory authorities;
 
  •  
provide accurate information to the FDA or EMA or comparable foreign regulatory authorities;
 
  •  
comply with cGMP regulations and manufacturing standards that we have established and comply with applicable healthcare fraud and abuse regulations in the jurisdictions in which we operate;
 
  •  
report financial information or data accurately; or
 
  •  
disclose unauthorized activities to us.
In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Misconduct could also involve the improper use of, including trading on, information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation.
Additionally, our business activities may be subject to the FCPA and similar anti-bribery or anti-corruption laws, regulations or rules of other countries in which we operate. The FCPA generally prohibits offering, promising, giving, or authorizing others to give anything of value, either directly or indirectly, to a
non-U.S.
government official in order to influence official action, or otherwise obtain or retain business. The FCPA also requires public companies to make and keep books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain an adequate system of internal accounting controls. Our business is heavily regulated and, therefore, involves significant interaction with public officials, including officials of
non-U.S.
governments. Additionally, in many other countries, the health care providers who prescribe pharmaceuticals are employed by their government, and the purchasers of pharmaceuticals are government entities; therefore, our dealings with these prescribers and purchasers are subject to regulation under the FCPA.
There is no certainty that all of our employees, agents, contractors, or collaborators, or those of our affiliates, will comply with all applicable laws and regulations, particularly given the high level of complexity of these requirements. We have adopted a code of conduct, but it is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may be ineffective in
 
82
controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these requirements. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business.
Our internal computer systems, or those of our third-party vendors, may fail or suffer security breaches, which could result in a material disruption of our business and operations.
Despite the implementation of security measures, our internal computer systems and those of our third-party vendors are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures, and the prevalent use of mobile devices that access confidential information increases the risk of data security breaches. With respect to our data and information technology infrastructure, we continue to invest in the protection of such infrastructure, but there can be no assurance that our efforts will prevent service interruptions or identify breaches in our systems.
If any such event were to occur and cause interruptions in our operations, it could adversely affect our business and operations or result in the loss of critical or sensitive information, which could result in financial, legal, business or reputational harm to us. For example, the loss of data from completed or ongoing clinical trials or nonclinical studies for Oxbryta or any of our product candidates could harm our commercialization activities, result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach were to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development of our product candidates could be delayed. In addition, our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches. As a result, any such cyber-attacks or breaches could have a material adverse effect on our business.
Risks Related to Our Equity Securities
The market price of our common stock has been and may continue to be highly volatile.
The market price of our common stock has experienced volatility since our initial public offering in August 2015 and is likely to continue to be volatile. Our stock price could be subject to wide fluctuations in response to a variety of factors, including the following:
 
  •  
failure to successfully develop and commercialize Oxbryta, inclacumab or any other product candidates, including results relating to our commercialization of Oxbryta in the United States;
 
  •  
adverse results or delays in, or the halting of, our nonclinical studies or clinical trials, especially in our ongoing or future clinical program for Oxbryta for the treatment of SCD;
 
  •  
reports of adverse events from our commercialization or clinical trials of Oxbryta, or from clinical trials of any other product candidates that we may develop;
 
  •  
any delay in the review of, or potential action with respect to, our previous or planned filing of any IND, NDA or MAA for Oxbryta, inclacumab or for any other product candidates that we may develop and any adverse development or perceived adverse development with respect to the FDA’s or any other regulatory agency’s review of such filing;
 
  •  
adverse regulatory decisions affecting Oxbryta, inclacumab or any other product candidates we may develop, including any delay in or denial of potential approval in accordance with our plans and expectations;
 
  •  
inability to obtain additional funding;
 
  •  
failure to prosecute, maintain or enforce our intellectual property rights;
 
83
  •  
disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;
 
  •  
changes in laws or regulations applicable to Oxbryta or future products;
 
  •  
inability to obtain adequate product supply for Oxbryta or our product candidates or the inability to do so at acceptable prices;
 
  •  
introduction of new products, services or technologies by our competitors;
 
  •  
failure to enter into or perform under strategic collaborations;
 
  •  
failure to meet or exceed any financial projections that we or the investment community may provide;
 
  •  
the perception of the pharmaceutical industry by the public, legislatures, regulators and the investment community;
 
  •  
announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;
 
  •  
additions or departures of key scientific or management personnel;
 
  •  
significant lawsuits, including patent or stockholder litigation;
 
  •  
changes in the market valuations of similar companies;
 
  •  
sales of our common stock by us or our stockholders in the future;
 
  •  
trading volume of our common stock; and
 
  •  
the other risks described in this “Risk Factors” section.
In addition, companies trading in the stock market in general, and the NASDAQ Stock Market, or NASDAQ, in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors, including the effects of the
COVID-19
pandemic on the global economy, may negatively affect the market price of our common stock, regardless of our actual operating performance. For example, negative publicity regarding drug pricing and price increases by pharmaceutical companies has negatively impacted, and may continue to negatively impact, the markets for biotechnology and pharmaceutical stocks. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects.
Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or our guidance.
Our quarterly and annual operating results may fluctuate significantly in the future, which makes it difficult for us to predict our future operating results. Our operating results may fluctuate due to a variety of factors, many of which are outside of our control and may be difficult to predict, including the following:
 
  •  
our ability to successfully commercialize Oxbryta or any of our product candidates, if approved, and the timing and costs of our commercialization activities;
 
  •  
the timing and cost of, and level of investment in, research and development activities relating to Oxbryta and our product candidates, which may change from time to time;
 
  •  
the timing and success or failure of clinical trials for Oxbryta and our product candidates or competing product candidates, or any other change in the competitive landscape of our industry, including consolidation among our competitors or partners;
 
84
  •  
our ability to obtain and maintain full regulatory approval for Oxbryta in the United States (including potential pediatric approval) and to obtain regulatory approval of Oxbryta outside of the United States (including potential European approval) as well as regulatory approval for our product candidates, and the timing and scope of any such approvals we may receive;
 
  •  
the cost of manufacturing Oxbryta and our product candidates, which may vary depending on the quantity of production and the terms of our agreements with manufacturers;
 
  •  
our ability to attract, hire, train and retain qualified personnel;
 
  •  
expenditures that we will or may incur to acquire or develop additional product candidates and technologies;
 
  •  
the level of demand for Oxbryta and our product candidates, if approved, which may vary significantly;
 
  •  
future accounting pronouncements or changes in our accounting policies;
 
  •  
the risk/benefit profile, cost and reimbursement policies with respect to Oxbryta and our products candidates, if approved, and existing and potential future drugs that compete with Oxbryta and our product candidates;
 
  •  
whether Oxbryta or any of our product candidates are subject to any compliance-related challenges or sanctions, or any intellectual-property related challenges; and
 
  •  
the changing and volatile U.S., European and global economic environments, including economic volatility as a result of the
COVID-19
pandemic.
The cumulative effects of these factors could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a
period-to-period
basis may not be meaningful. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated financial guidance we may provide.
Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, would result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
We will need additional capital in the future to continue our planned operations. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. These sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders. In August 2020, we filed a registration statement on Form
S-3
pursuant to which we may issue up to $200.0 million in shares of common stock in sales deemed to be
“at-the-market
offerings” as defined by the Securities Act of 1933, as amended, and an unlimited amount of shares of our common stock, preferred stock, debt securities, warrants and/or units. Any sale or issuance of securities pursuant to this registration statement or otherwise may result in dilution to our stockholders and may cause the market price of our stock to decline. Furthermore, new investors purchasing securities that we may issue and sell in the future could obtain rights superior to the rights of our existing stockholders.
We are also authorized to grant stock options and other equity-based awards to our employees, directors and consultants pursuant to our Amended and Restated 2015 Stock Option and Incentive Plan, or 2015 Plan. The
 
85
number of shares available for future grant under the 2015 Plan will automatically increase each year by up to 4% of all shares of our capital stock outstanding as of December 31 of the prior calendar year, subject to the ability of our board of directors or compensation committee to take action to reduce the size of the increase in any given year. In addition, in January 2017 our board of directors approved our 2017 Inducement Equity Plan, and thereafter amended and restated the plan as the Amended and Restated 2017 Inducement Plan, or the 2017 Inducement Plan. The 2017 Inducement Plan enables us and our subsidiaries to grant
non-qualified
stock options and other equity-based awards to induce employees who are not currently employed by us or our subsidiaries to accept employment with us or our subsidiaries. As of December 31, 2020, there were 1,277,475 shares reserved under the 2017 Inducement Plan (subject to adjustment for reorganization, recapitalization, stock dividend, stock split, or similar changes in our capital stock) for issuance to new employees entering into employment with us. In addition, we have reserved shares of common stock for issuance pursuant to our Amended and Restated 2015 Employee Stock Purchase Plan, or 2015 ESPP, which number of shares will automatically increase each year on January 1, from January 1, 2016 to January 1, 2025, by the lesser of 3,000,000 shares of common stock, (ii) 1% of all shares of our capital stock outstanding as of December 31 of the prior calendar year, or (iii) such lesser number of shares as determined by the administrator of our 2015 ESPP. Currently, we plan to register the increased number of shares available for issuance under the 2015 Plan and the 2015 ESPP each year. If our board of directors elects to increase the number of shares available for future grant under the 2015 Plan, the 2017 Inducement Plan or the 2015 ESPP, our stockholders may experience additional dilution, and our stock price may fall.
A significant portion of our total outstanding shares may be sold into the market in the near future, which could cause the market price of our common stock to drop significantly.
Sales of a substantial number of shares of our common stock in the public market could occur at any time. A significant portion of our outstanding shares of common stock are held by a small number of stockholders, including our directors, officers and significant stockholders. Sales by our stockholders of a substantial number of shares, or the expectation that such sales may occur, could significantly reduce the market price of our common stock.
We have also registered or intend to register all shares of our common stock subject to options or other equity awards issued or reserved for future issuance under our equity incentive plans. As a result, these shares will be available for sale in the public market subject to vesting arrangements and exercise of options, and restrictions under applicable securities laws. In addition, our directors, executive officers and certain affiliates have established or may in the future establish programmed selling plans under Rule
10b5-1
of the Exchange Act for the purpose of effecting sales of our common stock. If any of these events cause a large number of our shares to be sold in the public market, the sales could reduce the trading price of our common stock and impede our ability to raise future capital.
Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
Our executive officers, directors, five percent stockholders and their affiliates beneficially owned approximately 60% of our outstanding common stock as of December 31, 2020, based on the latest publicly available information.
These stockholders have the ability to influence us through their ownership positions. These stockholders may be able to determine all matters requiring stockholder approval. For example, these stockholders, acting together, may be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may believe are in your best interest as one of our stockholders.
 
86
We have broad discretion in the use of our capital resources consisting of cash and cash equivalents and short and long-term marketable securities, and may invest or spend our capital resources in ways with which you do not agree or in ways that ultimately may not increase the value of your investment.
We have broad discretion over the use of our capital resources consisting of cash and cash equivalents and short and long-term marketable securities. You may not agree with our decisions, and our use of our capital resources may not yield any returns to our stockholders. We expect to use our existing capital resources to continue the commercialization and clinical development of Oxbryta for the treatment of SCD, including in our Phase 2a HOPE-KIDS 1 Study, our Phase 3 HOPE-KIDS 2 Study, our other research and development activities including other clinical and nonclinical studies, including for inclacumab, and for working capital and general corporate purposes. Our failure to apply our capital resources effectively could compromise our ability to pursue our growth strategy and we might not be able to yield a significant return, if any, on our investment of these resources. Our stockholders will not have the opportunity to influence our decisions on how to use our capital resources.
Provisions in our restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders or remove our current management.
Our restated certificate of incorporation, amended and restated bylaws and Delaware law contain provisions that may have the effect of delaying or preventing a change in control of us or changes in our management. Our restated certificate of incorporation and amended and restated bylaws include provisions that:
 
  •  
authorize “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock;
 
  •  
create a classified board of directors whose members serve staggered three-year terms;
 
  •  
specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president;
 
  •  
prohibit stockholder action by written consent;
 
  •  
establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;
 
  •  
provide that our directors may be removed only for cause;
 
  •  
provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;
 
  •  
specify that no stockholder is permitted to cumulate votes at any election of directors;
 
  •  
expressly authorize our board of directors to modify, alter or repeal our amended and restated bylaws; and
 
  •  
require supermajority votes of the holders of our common stock to amend specified provisions of our amended and restated certificate of incorporation and amended and restated bylaws.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.
In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us.
 
87
Any provision of our restated certificate of incorporation or amended and restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.
Our future ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.
We have incurred substantial losses during our history and do not expect to become profitable in the near future and we may never achieve profitability. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its
pre-change
net operating loss carryforwards, or NOLs, and other
pre-change
tax attributes (such as research tax credits) to offset its post-change income or taxes may be limited. We experienced an ownership change as a result of our initial public offering and an ownership change as a result of some of our
follow-on
offerings; however we do not believe that these ownership changes will significantly limit our ability to use these
pre-change
NOL carryforwards. We may experience subsequent shifts in our stock ownership, including as a result of our future
follow-on
offering, some of which are outside of our control. As a result, if we earn net taxable income, our ability to use our
pre-change
NOL carryforwards to offset U.S. federal taxable income may become subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. On June 29, 2020, California enacted legislation AB 85 limiting our ability to use our state NOLs and imposing a cap on the amount of business incentives tax credits (R&D credit) for taxable years 2020, 2021, and 2022. In addition, pursuant to the Tax Cuts and Jobs Act of 2017 (as modified by the Coronavirus Aid, Relief, and Economic Security Act of 2020), we may not use net operating loss carry-forwards arising in taxable years beginning after December 31, 2017 to reduce our taxable income in any year beginning after December 31, 2020 by more than 80% and we may not carry back any net operating losses arising in taxable years ending after December 31, 2020 to prior years. These new rules apply regardless of the occurrence of an “ownership change.”
We do not currently intend to pay dividends on our common stock, and, consequently, our stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock.
We do not currently intend to pay any cash dividends on our common stock for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future. Since we do not intend to pay dividends, your ability to receive a return on your investment will depend on any future appreciation in the market value of our common stock. There is no guarantee that our common stock will appreciate or even maintain the price at which our holders have purchased it.
General Risk Factors
Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.
Our ability to invest in and expand our business and meet our financial obligations, to attract and retain third-party contractors and collaboration partners and to raise additional capital depends on our operating and financial performance, which, in turn, is subject to numerous factors, including the prevailing economic and political conditions and financial, business and other factors beyond our control, such as the rate of unemployment (particularly as a result of the
COVID-19
pandemic), the number of uninsured persons in the United States, the results of presidential elections, other political influences and inflationary pressures. For
 
88
example, an overall decrease in or loss of insurance coverage among individuals in the United States as a result of unemployment, underemployment or the potential repeal of certain provisions of the ACA, may decrease the demand for healthcare services and pharmaceuticals. Additionally, the availability of healthcare services and resources is currently constrained due to the
COVID-19
pandemic. If fewer patients are seeking medical care because they do not have insurance coverage or are unable to obtain medical care for their conditions due to resource constraints on the healthcare system, we may experience difficulties in the commercialization of Oxbryta and any eventual commercialization of our product candidates, and our business, results of operations, financial condition and cash flows could be adversely affected.
In addition, certain events have caused, and may cause or contribute to global financial crises, which have triggered and may in the future lead to extreme volatility and disruptions in the capital and credit markets. For example, in January 2020, the U.K. formally exited from the EU (such event commonly known as Brexit). Brexit has and could continue to adversely affect European and/or worldwide economic and market conditions and could continue to contribute to instability in the global financial markets and create uncertainty surrounding our business, including affecting our existing relationships with third parties that conduct some of our nonclinical studies and clinical trials and our ability to enter into new relationships with vendors and other third-party contractors, which could have an adverse effect on our business, financial results and operations. The measures could also adversely affect our ability to raise additional capital, potentially disrupt the markets in which we currently conduct and plan to conduct operations and the tax jurisdictions in which we operate and adversely change tax benefits or liabilities in these or other jurisdictions. In addition, changes in, and legal uncertainty with regard to, national and international laws and regulations may present difficulties for our clinical and regulatory strategy.
A severe or prolonged economic downturn, including as a result of the
COVID-19
pandemic, could result in a variety of risks to our business, including reduced ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain our relationships with our contractors and potential collaboration partners. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the
COVID-19
pandemic, current economic climate and financial market conditions could adversely impact our business.
We incur significant costs, and expend significant time and effort, to comply with the rules applicable to us as a public company, including Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to comply with these rules, including maintaining proper and effective systems of disclosure controls and internal controls over financial reporting, the accuracy and timeliness of our financial reporting may be adversely affected, and we could be subject to sanctions or other penalties that would harm our business.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or Exchange Act, Section 404, or Section 404, of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, and the rules and regulations of NASDAQ. The Exchange Act requires us to file accurate and timely quarterly, annual and current reports with the SEC. Section 404 generally requires our management and independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting and requires us to include an opinion from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. We are also subject to significant corporate governance and executive compensation-related provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank, including the “say on pay” rules adopted by the SEC under Dodd-Frank. We incur significant legal, accounting and other expenses, and expend significant time and effort by management and other personnel, to comply with the rules applicable to us as a public company.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our internal control over financial reporting for the purpose of providing the reports required by Section 404. Based on our assessment and using the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, criteria, our
 
89
management, Chief Executive Officer and Chief Financial Officer, have concluded that, as of December 31, 2020, our internal control over financial reporting was effective. As required under Section 404 of Sarbanes-Oxley, our independent registered public accounting firm has tested the design and operating effectiveness of our controls over financial reporting and has provided the required attestation report with respect to our internal control over financial reporting. During the course of our or their subsequent review and testing, however, material weaknesses or significant deficiencies may be identified and we may be unable to remediate them before we must provide the required reports. If material weaknesses or significant deficiencies in our internal control over financial reporting are identified in the future, we may not detect or remediate errors on a timely basis and our consolidated financial statements may be materially misstated. We or our independent registered public accounting firm may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting, which could harm our operating results, cause investors to lose confidence in our reported financial information and cause the trading price of our stock to fall. In addition, any failure to report our financial results on an accurate and timely basis could result in sanctions, lawsuits, delisting of our shares from NASDAQ or other adverse consequences that would materially harm our business.
Moreover, stockholder activism, the current political environment, and increased levels of government scrutiny and regulatory reform may lead to substantial new regulations and disclosure obligations for public companies, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate. Our management and other personnel will need to devote a substantial amount of time to any new compliance initiatives. In addition, any new rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain our current levels of such coverage. New laws and regulations as well as changes to existing laws and regulations affecting public companies, including the provisions of Sarbanes-Oxley and rules adopted by the SEC and by NASDAQ, would likely result in increased costs to us as we respond to their requirements.
We or the third parties upon whom we depend may be adversely affected by earthquakes, outbreaks of disease (such as the
COVID-19
pandemic) or other natural disasters, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
Earthquakes, outbreaks of disease (such as the
COVID-19
pandemic) or other natural disasters could severely disrupt our operations, and have a material adverse effect on our business, results of operations, financial condition and prospects. As a result of the
COVID-19
pandemic, we have been prevented from using all or a significant portion of our headquarters, and future events (including pandemics, earthquakes, power outages or natural disasters) may prevent us in the future from using all or a significant portion of our facilities. In addition, damage to or restrictions on the use of critical infrastructure, such as the manufacturing facilities of our third-party contract manufacturers or other facilities critical to our research and development activities, may render it difficult or, in certain cases, impossible for us to continue certain aspects of our business for a substantial period of time. The disaster recovery and business continuity plans we have in place currently are limited and are unlikely to prove adequate in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans, which, particularly when taken together with our lack of earthquake insurance, could have a material adverse effect on our business.
If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could harm our business.
We are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes. Our operations involve the use of hazardous and flammable materials, including chemicals and biological materials. Our operations also produce hazardous waste products. We generally contract with third
 
90
parties for the disposal of these materials and wastes. We cannot eliminate the risk of contamination or injury from these materials. In the event of contamination or injury resulting from our use of hazardous materials, we could be held liable for any resulting damages, and any liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines and penalties for failure to comply with such laws and regulations.
Although we maintain workers’ compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. We do not maintain insurance for environmental liability or toxic tort claims that may be asserted against us in connection with our storage or disposal of biological, hazardous or radioactive materials.
In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair our research, development or production efforts. Our failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.
We may be subject to adverse legislative or regulatory tax changes that could negatively impact our financial condition.
The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect our stockholders or us. In recent years, many such changes have been made and changes are likely to continue to occur in the future. For example, in December 2017, Congress passed the Tax Cuts and Jobs Act, which made broad and complex changes to the tax laws. We cannot predict whether, when, in what form, or with what effective dates, tax laws, regulations and rulings may be enacted, promulgated or decided, which could result in an increase in our, or our stockholders’, tax liability or require changes in the manner in which we operate in order to minimize increases in our tax liability.
If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and trading volume could decline.
The trading market for our common stock depends, in part, on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts may not publish an adequate amount of research on our company, which may negatively impact the trading price for our stock. In addition, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline or increase in volatility. Further, if our operating results fail to meet the forecasts of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
Our headquarters, where we have office and research and development laboratory space, is located in South San Francisco, California, where we lease 164,150 square feet of space pursuant to a noncancelable operating lease, or Lease.
We believe that our existing facilities are sufficient for our current needs and for the foreseeable future.
 
91
Item 3.
Legal Proceedings
As of the date of this annual report on Form
10-K,
we are not party to any material legal proceedings. In the future, we may become subject to legal proceedings and claims arising in the ordinary course of business.
Item 4.
Mine Safety Disclosures
Not applicable.
PART II
Item 5.
Market for Registrant
’
s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock began trading on The NASDAQ Global Select Market on August 12, 2015 and trades under the symbol “GBT”. Prior to such time, there was no public market for our common stock.
Recent Sales of Unregistered Securities
During the year ended December 31, 2020, we did not issue or sell any unregistered securities not previously disclosed in a Quarterly Report on Form
10-Q
or in a Current Report on Form
8-K.
Issuer Purchases of Equity Securities
We did not repurchase any securities during the quarter ended December 31, 2020.
Holders of Common Stock
As of February 18, 2021, there were 6 holders of record of 62,156,860 outstanding shares of our common stock. We believe that the number of beneficial owners of our common stock at that date was substantially greater.
Securities Authorized for Issuance under Equity Compensation Plans
Information about our equity compensation plans is incorporated by reference to Item 12 of Part III of this Annual Report.
Dividend Policy
We have never declared or paid any cash dividends. We currently expect to retain all future earnings, if any, for use in the operation and expansion of our business, and therefore do not anticipate paying any cash dividends in the foreseeable future.
Performance Graph
The following is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference into any filing we make under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation by reference language in such filing.
The graph below matches Global Blood Therapeutics, Inc.’s cumulative
52-Month
total shareholder return on common stock with the cumulative total returns of the NASDAQ Composite index, the NASDAQ
 
92
Biotechnology index, and the NASDAQ Pharmaceutical index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2015 to December 31, 2020.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Global Blood Therapeutics, Inc., the NASDAQ Composite Index,
the NASDAQ Biotechnology Index and the NASDAQ Pharmaceutical Index
 
 
*
$100 invested on 12/31/15 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
 
    
12/31/15
     
12/31/16
     
12/31/17
     
12/31/18
     
12/31/19
     
12/31/20
  
Global Blood Therapeutics, Inc.
   
 
100.00
 
   
 
44.70
 
   
 
121.71
 
   
 
126.97
 
   
 
245.87
 
   
 
133.96
 
NASDAQ Composite
   
 
100.00
 
   
 
108.87
 
   
 
141.13
 
   
 
137.12
 
   
 
187.44
 
   
 
271.64
 
NASDAQ Biotechnology
   
 
100.00
 
   
 
78.65
 
   
 
95.67
 
   
 
87.19
 
   
 
109.08
 
   
 
137.90
 
NASDAQ Pharmaceutical
   
 
100.00
 
   
 
80.51
 
   
 
97.95
 
   
 
95.46
 
   
 
113.09
 
   
 
132.91
 
 
93
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Item 6.
Selected Financial Data
The information set forth below for the three years ended December 31, 2020 is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and related notes thereto included in Item 8 of this Annual Report on Form
10-K
to fully understand factors that may affect the comparability of the information presented below (in thousands, except for share and per share data):
 
    
Years Ended December 31,
  
    
2020
    
2019
    
2018
  
Summary of Operations Data:
       
Product sales, net
    $ 123,803     $ 2,108     $ —  
Costs and operating expenses
       
Cost of sales
      1,986       48       —    
Research and development
      155,122       174,556       131,307  
Selling, general and administrative
      210,851       117,088       51,435  
Gain on lease modification
(1)
      (984 )      (8,301 )      —    
  
 
 
    
 
 
    
 
 
  
Total costs and operating expenses
      366,975       283,391       182,742  
  
 
 
    
 
 
    
 
 
  
Loss from operations
      (243,172 )      (281,283 )      (182,742 ) 
Interest income
      5,834       15,591       8,964  
Interest expenses
      (9,809 )      (894 )      (346 ) 
Other expenses, net
      (406 )      (180 )      (69 ) 
  
 
 
    
 
 
    
 
 
  
Net loss
    $ (247,553 )    $ (266,766 )    $ (174,193 ) 
  
 
 
    
 
 
    
 
 
  
Basic and diluted net loss per common share
    $ (4.04 )    $ (4.57 )    $ (3.41 ) 
  
 
 
    
 
 
    
 
 
  
Weighted-average number of shares used in computing basic and diluted net loss per common share
      61,334,037       58,321,612       51,150,728  
  
 
 
    
 
 
    
 
 
  
 
(1)
During the year ended December 31, 2020 and 2019, we recorded a gain on lease modification related to our prior premises located in South San Francisco, California.
 
    
As of December 31,
  
(in thousands)
   
2020
    
2019
    
2018
  
Selected Consolidated Balance Sheet Data:
       
Cash and cash equivalents and marketable securities
    $ 560,892     $ 694,999     $ 591,815  
Working capital
      553,131       556,544       452,007  
Total assets
      724,002       796,099       617,643  
Long-term debt
      148,815       73,559       —    
Accumulated deficit
      (986,469 )      (738,916 )      (472,150 ) 
Total stockholders’ equity
      416,157       578,694       572,799  
 
94
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with the section of this annual report entitled “Selected Financial Data” and our consolidated financial statements and related notes included elsewhere in this annual report. This discussion and other parts of this annual report contain forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations, and intentions. In this annual report, words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “intend,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements, as described elsewhere herein. As a result of many factors, including those factors set forth in the “Risk Factors” section of this annual report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
We are a biopharmaceutical company dedicated to the discovery, development and delivery of life-changing treatments that provide hope to underserved patient communities. Founded in 2011, our goal is to transform the treatment and care of sickle cell disease, or SCD, a lifelong, devastating inherited blood disorder that is marked by red blood cell, or RBC, destruction and occluded blood flow and hypoxia, which leads to anemia, stroke, multi-organ failure, severe pain crises, and shortened patient life span. Our mission is driven by the historical lack of understanding, investment and attention given to SCD. Although the fundamental cause of SCD has been understood for decades, therapeutic innovation and access to care has significantly lagged compared to many other rare diseases. For example, there are approximately three times more individuals in the U.S. living with SCD than cystic fibrosis, or CF. However, since the enactment of the Orphan Drug Act passed in 1983, only four drugs have been approved for SCD compared to 15 drugs approved for CF. As a result of the lack of treatment options, patients with SCD suffer serious morbidity and premature mortality.
In November 2019, the U.S. Food and Drug Administration, or FDA, granted accelerated approval for our first medicine, Oxbryta
®
(voxelotor) tablets for the treatment of SCD in adults and children 12 years of age and older. Oxbryta, an oral therapy taken once daily, is the first
FDA-approved
treatment that directly inhibits sickle hemoglobin, or HbS, polymerization, the root cause of SCD.
By early December 2019, we began to make Oxbryta available to patients through our specialty pharmacy partner network. In addition, we established GBT Source Solutions
®
, a comprehensive program for patients who are prescribed Oxbryta that provides a wide range of practical, educational and financial support customized to each patient’s needs. In addition, we have focused on securing reimbursement and expanding patient access. By the end of September 2020, one quarter ahead of our goal, we secured broad Oxbryta reimbursement coverage for 90% of lives covered by payers either through published policies or verified patient adjudication. We also secured
fee-for-service
Medicaid coverage in 44 states, including all 17 priority states where most SCD patients live.
We have a number of ongoing clinical trials of Oxbryta. The Phase 2a HOPE-KIDS 1 Study, an open-label, single- and multiple-dose trial, is evaluating the safety, tolerability, pharmacokinetics and exploratory treatment effect of Oxbryta in pediatric patients aged 4 to 17 years with SCD. The Phase 3 HOPE-KIDS 2 Study, a post-approval confirmatory study we initiated in December 2019 as a condition of the accelerated approval of Oxbryta in the United States, uses transcranial Doppler, or TCD, flow velocity to seek to demonstrate a decrease in stroke risk in children 2 to 15 years of age. The ActIVe Phase 4 study, a pilot, open-label,
single-arm
study, aims to evaluate the effect of Oxbryta on exercise capacity, as measured by cardiopulmonary exercise testing (CPET) in patients 12 years of age and older with SCD. We also expect to conduct additional clinical studies of Oxbryta, including to seek to expand the potential approved product label into younger pediatric populations as well as to study further the efficacy and safety profile of Oxbryta for SCD patients.
In January 2021, the European Medicines Agency, or EMA, accepted for review our Marketing Authorization Application, or MAA, seeking full marketing authorization of Oxbryta to treat hemolytic anemia
 
95
(which is low hemoglobin due to red blood cell destruction) in SCD patients ages 12 years and older, and the MAA is undergoing standard review by the EMA. In addition, we plan to submit by mid-2021 a supplemental New Drug Application, or sNDA, to expand the current Oxbryta label to include treatment of SCD in children ages 4 to 11 years, under the FDA’s accelerated approval pathway. Thereafter, we also plan to submit a New Drug Application, or NDA, for a new age-appropriate formulation for this patient population. To provide early access prior to potentially receiving additional marketing approval, we have established an expanded access protocol for eligible SCD patients in the United States and an early access program for eligible SCD patients for outside the United States. In addition, we have entered into an exclusive agreement with Biopharma-Middle East and Africa, or
Biopharma-MEA,
to distribute Oxbryta in the six countries that make up the GCC region (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates), where the U.S. approval of Oxbryta can be referenced to allow for access to the medicine while health authorities conduct their reviews.
Beyond Oxbryta, we are engaged in other research and development activities, including working on new targets to potentially develop next generation of treatments for SCD, including inclacumab, a
P-selectin
inhibitor, which is a clinically validated target in SCD, known to reduce the incidence of vaso-occlusive crises, or VOCs, and our next generation hemoglobin polymerization inhibitor, GBT021601, or GBT601.
As part of our efforts to build our pipeline, we regularly evaluate opportunities to
in-license,
acquire or invest in new business, technology or assets or engage in related discussions with other business entities.
We licensed inclacumab from F.
Hoffmann-La
Roche Ltd. and
Hoffmann-La
Roche Inc. (together, “Roche”) under the License Agreement we entered into in August 2018, or Roche Agreement. Prior to licensing inclacumab to us, Roche conducted clinical studies that enrolled more than 700
non-SCD
patients and demonstrated an encouraging pharmacokinetic, safety, and tolerability profile for inclacumab. We expect to be able to leverage the safety data from Roche’s prior clinical studies, as we proceed with our development of inclacumab as a potential treatment to reduce the frequency of VOCs in patients with SCD and to reduce the hospital VOC readmission rate for patients that require inpatient treatment for an initial VOC episode. We expect to initiate two pivotal clinical trials by the end of the first half of 2021. One study will be a chronic prevention study with an endpoint of the reduction in VOCs over a
48-week
treatment period, and the other study will focus on hospital readmissions with an endpoint of the reduction of the rate of readmission to hospitals for VOC within 90 days following an initial hospitalization for VOC.
While still in early stages, we have an ongoing collaboration with Syros Pharmaceuticals, Inc., or Syros, which we entered into with a License and Collaboration Agreement, or Syros Agreement, in December 2019, to discover, develop and commercialize novel therapies for SCD and beta thalassemia. We are currently exploring orally available, small molecule drugs designed to upregulate fetal hemoglobin. Under the Syros Agreement, we have an option to obtain an exclusive worldwide license to develop, manufacture and commercialize any compounds or products resulting from the collaboration, subject to Syros’ option to
co-promote
the first product in the United States.
In March 2020, the Centers for Disease Control and Prevention, or CDC, declared a global pandemic related to
SARS-CoV-2,
the virus that causes coronavirus disease 2019, or
COVID-19,
and the pandemic has impacted our business, including our commercialization of Oxbryta and our research and development activities. For example, we implemented a temporary work from home policy; temporarily suspended our field team from most
in-person
interactions, including visits to physician offices, clinics and hospitals as well as
in-person
meetings with payors; and temporarily delayed or paused certain research and development activities, including screening and enrollment in all clinical studies sponsored by us. As we continue to monitor and work toward resumption of all trial activities, we are continuing with administrative trial-start up activities (such as contracting and IRB/EC approvals). Notably, the
COVID-19
pandemic has not significantly impacted our supply of Oxbryta. We continue to believe we have an adequate supply of Oxbryta to sustain estimated patient need through 2021, and we are continuing to produce Oxbryta tablets.
 
96
We have seen a significant decrease in weekly new patient prescriptions for Oxbryta from a peak in early March, and we expect the rate of new patient prescriptions may remain lower depending on the course of the pandemic. While we intend to resume normal operations as soon as practicable, we do not know for certain the extent or duration of these and other disruptions or the long-term impact on our business. Since
mid-March
2020, when we made the decision to suspend
in-person
visits to health professionals our field teams, we have been engaging with healthcare professionals, or HCPs, and payors through increased use of digital and internet-based education and outreach, as well as limited
face-to-face
engagements in some settings following appropriate
COVID-19
protocols.
We are not profitable and have incurred losses and negative cash flows from operations each year since our inception. We have financed our operations primarily through sale of equity securities and debt financing. In December 2018, we completed a
follow-on
offering and issued 3,409,090 shares of common stock at a price of $41.54 per share with proceeds of $141.1 million net of underwriting costs and commissions and offering expenses. In addition, in January 2019, we sold an additional 511,363 shares of our common stock directly to the underwriters when they exercised their over-allotment option at the price of $41.54 per share for proceeds of $21.2 million net of underwriting costs and commissions. In June 2019, we completed a
follow-on
offering and issued 3,375,527 shares of common stock at a price of $57.12 per share with proceeds of $192.4 million net of underwriting costs and commissions and offering expenses. In addition, in July 2019, we sold an additional 100,000 shares of our common stock directly to the underwriters when they exercised their over-allotment option at the price of $57.12 per share for proceeds of $5.7 million net of underwriting costs and commissions. In December 2019, we entered into a $150.0 million term loan agreement and drew down proceeds of $72.5 million net of debt issuance costs. We drew down the remaining $74.8 million net of debt issuance costs in November 2020.
Our net losses were $247.6 million for the year ended December 31, 2020, $266.8 million for the year ended December 31, 2019 and $174.2 million for the year ended December 31, 2018. As of December 31, 2020, we had an accumulated deficit of $986.5 million. Substantially all of our net losses have resulted from costs incurred in connection with our research and development programs and from selling, general and administrative costs associated with our operations. We had $494.8 million in cash and cash equivalents and $66.1 million in marketable securities as of December 31, 2020.
Critical Accounting Polices and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.
Revenue Recognition
Pursuant to Accounting Standards Codification, Topic 606,
Revenue from Contracts with Customers
, or ASC 606
,
we recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.
 
97
To determine revenue recognition for arrangements that we determine are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect substantially all of the consideration we are entitled to in exchange for the goods or services we transfer to the customer.
Product sales, net
Our product sales consist of U.S. sales of Oxbryta, which we began shipping to customers in December 2019. Prior to December 2019, we had no product sales. We sell Oxbryta to a limited number of specialty pharmacies and a specialty distributor, or collectively, Customers. These agreements with our Customers provide for transfer of title to the product at the time the product has been delivered to the Customers. The Customers subsequently dispense our product directly to a patient or resell our product to hospitals and certain pharmacies.
We recognize revenue on product sales when the Customers obtain control of our product, which occurs at a point in time, typically upon delivery to our Customers. It is at that point that we have a right to payment and that our Customers obtain title and the risks and rewards of ownership. Shipping and handling activities are considered to be fulfillment activities rather than a separate performance obligation. Payment terms are typically
30-60
days following delivery to our Customers. Because payment is expected shortly after delivery, we do not adjust the amount of consideration expected to be received for the effects of a significant financing component.
We consider the effects of items that can decrease the transaction price such as variable consideration and consideration payable to Customers or payer. Amounts related to such items are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. The amount of variable consideration may be constrained and is included in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Revenue from product sales is recorded after considering the impact of the following variable consideration amounts along with the constraint at the time of revenue recognition:
Rebates:
We are subject to government mandated rebates for Medicaid Drug Rebate Program, Medicare Part D Prescription Drug Benefit Program, and other government health care programs in the United States. Rebate amounts are based upon contractual agreements or legal requirements with public sector benefit providers. We use the expected-value method for estimating these rebates based on statutory discount rates and expected utilization. The expected utilization of rebates is estimated based on third party data from the specialty pharmacies and specialty distributor. Estimates for these rebates are adjusted quarterly to reflect the most recent information. We record an accrued liability for unpaid rebates related to products for which control has been transferred to Customers.
Prompt payment discounts
: We provide discounts to our Customers if they pay for our products within a defined period of time after title transfers, which terms are explicitly stated in the contract. We use the most-likely-amount method for estimating prompt payment discounts. We expect that our Customers will earn prompt payment discounts. As a result, we deduct the full amount of those discounts from total product sales when revenues are recognized and record these discounts as a reduction of accounts receivable.
Co-payment
assistance:
We provide
co-payment
assistance to patients who have commercial insurance and meet certain eligibility requirements. We use the expected-value method for estimating
co-payment
assistance based on estimates of program redemption using data provided by third-party administrators. Estimates for the
co-payment
assistance are adjusted quarterly to reflect actual experience. We record an accrued liability for unredeemed
co-payment
assistance related to products for which control has been transferred to Customers.
Medicare Part D Coverage Gap:
The Medicare Part D coverage gap is a federal program to subsidize the costs of prescription drugs for Medicare beneficiaries in the United States, which mandates manufacturers to
 
98
fund a portion of the Medicare Part D insurance coverage gap for prescription drugs sold to eligible patients. Funding of the coverage gap is generally invoiced and paid in arrears. We estimate the impact of the Medicare Part D coverage gap using the expected-value method based on an amount expected to be incurred for the current quarter’s activity, plus an accrual balance for known prior quarters. Estimates for the impact of the Medicare Part D coverage gap are adjusted quarterly to reflect actual experience. We record an accrued liability for unpaid reserves related to the Medicare Part D coverage gap.
Product returns:
Consistent with industry practice, we offer limited product return rights and generally allow for the return of product that is damaged or defective, or within a few months prior to and up to a few months after the product expiration date. We consider several factors in the estimation of potential product returns, including expiration dates of the product shipped, the limited product return rights, third-party data in monitoring channel inventory levels, shelf life of the product, prescription trends, and other relevant factors. We expect product returns to be immaterial. Other than these limited returns, we do not provide any product warranties.
Chargebacks
: Chargebacks are discounts that occur when contracted parties purchase directly from a specialty distributor. Contracted parties, which currently consist primarily of Public Health Service Institutions and federal government entities purchasing via the Federal Supply Schedule, generally purchase the product at a discounted price. The specialty distributor, in turn, charges back the difference between the price initially paid by the specialty distributor and the discounted price paid to the specialty distributor by the contracted parties to us. The reserves for chargeback are based on known sales to contracted parties. We establish the reserves for chargebacks in the same period that the related revenue is recognized, resulting in a reduction of product revenue and receivables.
Distributor fees:
Our specialty distributor provides distribution services to us for a fee, based on a contractually determined fixed percentage of sales. We estimate these distributor fees and record such estimates in the same period the related revenue is recognized, resulting in a reduction of product revenue. We record an accrued liability for unpaid distributor fees.
Each of the above items is variable consideration, which we record at the time of revenue recognition, and require significant estimates, judgement and information obtained from external sources. If management’s estimates differ from actual results, we will record adjustments that would affect product sales in the period of adjustment.
The following table summarizes activity with respect to our sales allowances and accruals for the year ended December 31, 2020 and 2019 (in thousands):
 
    
Rebates, co-payment

assistance, Medicare
Part D coverage gap,
product returns and
distributor fees
     
Prompt payment
discounts and
chargebacks
     
Total
  
Balances at December 31, 2018
    $ —      $ —      $ —  
Provision related to current period sales
      529        113        642  
Credit or payments made during the period
      —          —          —    
  
 
 
     
 
 
     
 
 
  
Balances at December 31, 2019
   
$
529
 
   
$
113
 
   
$
642
  
Provision related to current period sales
      13,697        4,351        18,048  
Credit or payments made during the period
      (7,821 )       (3,713 )       (11,534 ) 
  
 
 
     
 
 
     
 
 
  
Balance at December 31, 2020
   
$
6,405
 
   
$
751
 
   
$
7,156
 
  
 
 
     
 
 
     
 
 
  
 
99
Other revenue recognition considerations
Oxbryta is our only product. The only performance obligation included in our contracts is the delivery of Oxbryta to our Customers. Therefore, no allocation of transaction price among performance obligations is necessary. Consequently, the transaction price determined after considering the impacts of variable consideration is recognized at the time control is transferred to our Customers, which is upon delivery of Oxbryta to our Customers.
Because all sales of Oxbryta are in the United States and because our Customers are each a large distributor with similar variable consideration impacts, we provide revenue numbers on a total basis without further disaggregation. Additionally, we do not have any contract assets or liabilities, other than accounts receivable, related to our sales of Oxbryta.
Accruals of Research and Development and Manufacturing Costs
We record accruals for estimated costs of research, nonclinical and clinical studies and manufacturing development. These costs are a significant component of our research and development expenses. A substantial portion of our ongoing research and development activities are conducted by third-party service providers, including contract research organizations and contract manufacturing organizations. We also accrue for estimated costs of manufacturing activities for inventories. These costs are a significant component of the cost of our inventory.
We accrue the costs incurred under our agreements with these third parties based on actual work completed in accordance with agreements established with these third parties. We determine the accruals for research and development through discussions with internal personnel and external service providers as to the progress or stage of completion of the clinical studies and the agreed-upon fee to be paid for such services.
The accrual for contract manufacturing activities is based on an estimate of manufacturing activities completed to date, contractual rates, and amounts invoiced and paid to date at the end of each reporting period. We determine the percentage of manufacturing activities completed to date based on discussions with the contract manufacturing organizations, oversight of the manufacturing activities and anticipated timeline.
As actual costs become known, we adjust our accruals. We have not experienced any material deviations between accrued costs and actual costs. However, actual clinical and manufacturing services performed, number of subjects enrolled, and the rate of subject enrollment may vary from our estimates, resulting in adjustments to research and development costs or inventories in future periods. Changes in these estimates that result in material changes to our accruals could materially affect our results of operations or amounts of inventories capitalized.
 
100
Results of Operations
Comparison of the years ended December 31, 2020 and 2019
 
           
Change
  
    
Year Ended December 31,
     
2020/2019
  
(in thousands, except percentages)
   
2020
     
2019
     
$
     
%
  
Product sales, net
    $ 123,803      $ 2,108      $ 121,695        5,773 % 
Costs and operating expenses:
            
Cost of sales
      1,986        48        1,938        *  
Research and development
      155,122        174,556        (19,434 )       (11 ) 
Selling, general and administrative
      210,851        117,088        93,763        80  
Gain on lease modification
      (984 )       (8,301 )       7,317        88  
  
 
 
     
 
 
     
 
 
     
Total costs and operating expenses
      366,975        283,391        83,584        29  
  
 
 
     
 
 
     
 
 
     
Loss from operations
      (243,172 )       (281,283 )       38,111        (14 ) 
Interest income
      5,834        15,591        (9,757 )       (63 ) 
Interest expenses
      (9,809 )       (894 )       (8,915 )       (997 ) 
Other expenses, net
      (406 )       (180 )       (226 )       126  
  
 
 
     
 
 
     
 
 
     
Net loss
    $ (247,553 )     $ (266,766 )     $ (19,213 )       (7 )% 
  
 
 
     
 
 
     
 
 
     
 
*
Change is not meaningful
Product sales, net
Product sales consist of sales of Oxbryta, which was approved by the FDA in late November 2019. We commenced shipments of Oxbryta and fully launched with a deployed sales force in early December 2019.
Cost of sales
Cost of sales of $2.0 million and $48,000 for the year ended December 31, 2020 and 2019, respectively, is related to certain costs incurred after FDA approval related to the cost of Oxbryta sold. Prior to receiving FDA approval for Oxbryta in November 2019, we recorded all costs incurred in the manufacture of Oxbryta as research and development expense. We expect to sell inventory previously expensed to research and development throughout 2021, and, accordingly we expect our costs of product sales of Oxbryta to increase as a percentage of net sales in future periods as we produce and sell inventory that reflects the full cost of manufacturing the product.
Research and development
Research and development expenses consist primarily of costs incurred for the development of Oxbryta and product candidates, which include:
 
  •  
employee-related expenses, which include salaries, benefits and stock-based compensation;
 
  •  
expenses incurred under agreements with consultants, third-party research and manufacturing organizations, and investigative clinical trial sites that conduct research and development activities on our behalf;
 
  •  
the costs related to production of clinical supplies, including fees paid to contract manufacturers;
 
  •  
laboratory and vendor expenses related to the execution of nonclinical studies and clinical trials;
 
  •  
payments upon achievement of certain clinical development and regulatory milestones in relation with license agreement; and
 
101
  •  
facilities and other allocated expenses, which include expenses for rent and maintenance of facilities, depreciation and amortization expense and other supplies.
We expense all research and development costs in the periods in which they are incurred. Costs for certain development activities are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors and clinical sites. Nonrefundable advance payments for goods or services to be received in future periods for use in research and development activities are deferred and capitalized. The capitalized amounts are then expensed as the related goods are delivered and the services are performed.
The largest component of our total operating expenses is our investment in research and development activities, including the clinical development of Oxbryta. We allocate research and development salaries, benefits, stock-based compensation and indirect costs to Oxbryta, inclacumab and other product candidates that we may pursue on a program-specific basis.
We expect our research and development expenses will increase in future periods as we continue to invest in research and development activities related to developing Oxbryta and product candidates, and as programs advance into later stages of development and we begin to conduct larger clinical trials. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time-consuming, and research and development is highly uncertain. As a result, we are unable to determine the duration and completion costs of our research and development projects or when and to what extent we will generate revenue from the commercialization and sale of any of our product candidates.
The following table summarizes our research and development expenses incurred during the respective periods (in thousands, except percentages):
 
                  
Change
  
    
Years Ended December 31,
     
2020/2019
  
    
2020
     
2019
     
$
     
%
  
Costs incurred by development program:
            
Oxbryta for the treatment of SCD
    $ 83,945      $ 117,827      $ (33,882 )       (29 )% 
Other preclinical programs
      45,360        47,015        (1,655 )       (4 ) 
Inclacumab for the treatment of SCD
      25,817        9,472        16,345        173  
Oxbryta for the treatment of hypoxemic pulmonary disorders
      —          242        (242 )       *  
  
 
 
     
 
 
     
 
 
     
Total research and development expenses
    $ 155,122      $ 174,556      $ (19,434 )       (11 )% 
  
 
 
     
 
 
     
 
 
     
 
*
Change is not meaningful
Research and development expenses decreased by $19.4 million, or 11%, to $155.1 million for the year ended December 31, 2020 from $174.6 million for the year ended December 31, 2019. The decrease was primarily due to a $33.9 million decrease in external costs for Oxbryta related to manufacturing costs and medical affairs costs that were previously expensed to research and development prior to approval by the FDA and a $1.7 million decrease in other preclinical programs. The decrease was partially offset by a $16.3 million increase in external costs associated with inclacumab driven by the manufacturing activities. Stock-based compensation expense related to research and development was $18.1 million for the year ended December 31, 2020 and $19.1 million for the year ended December 31, 2019. The increase was primarily due to hiring additional personnel and stock price appreciation.
 
102
Selling, general and administrative expenses
Selling, general and administrative expenses consist primarily of costs incurred in our executive, commercial, finance, corporate development, human resource, information technology, legal, compliance and other general and administrative functions, which include:
 
  •  
employee-related expenses, which include salaries, benefits and stock-based compensation;
 
  •  
fees to third-party vendors providing customer support services;
 
  •  
expenses incurred under agreements with consultants; and
 
  •  
facilities and other allocated expenses, which include expenses for rent and maintenance of facilities, depreciation and amortization expense and other supplies.
We expense all selling, general and administrative costs in the periods in which they are incurred. We expect our general and administrative expenses to continue to grow as we progress through this early stage of the commercialization of Oxbryta.
General and administrative expenses increased by $93.8 million, or 80%, to $210.9 million for the year ended December 31, 2020 from $117.1 million for the year ended December 31, 2019. The increase was primarily due to an increase of $32.9 million in salary and benefit costs due to a greater number of employees, a $26.9 million increase in stock-based compensation expense as a result of our hiring additional personnel and stock price appreciation, a $26.0 million increase in professional and consulting services due to the growth of our operations and the commercialization of Oxbryta, and an $8.0 million increase in other general and administrative expense due to the growth of our operations, such as higher rent expenses resulting from our move into the new facility. Selling, general and administrative related stock-based compensation expense was $53.4 million and $26.5 million for the year ended December 31, 2020 and 2019, respectively.
Gain on lease modification
Gain on lease modification of $1.0 million and $8.3 million for the year ended December 31, 2020 and 2019, respectively, was related to the lease amendment of our previous premises located in South San Francisco, California for 67,185 square feet of space in October 2019.
Interest income
Interest income was $5.8 million in 2020 compared to interest income of $15.6 million in 2019. The $9.8 million decrease was primarily due to decrease in interest income from our investment balances.
Interest expenses
Interest expense was $9.8 million in 2020 compared to interest expense of $0.9 million in 2019. The $8.9 million increase was primarily due to higher interest expense related to our Term Loan entered in December 2019.
Income Taxes
As of December 31, 2020, we had federal net operating loss carryforwards of approximately $829.1 million to offset future federal taxable income, with $209.9 million available through 2037 and $619.2 million available indefinitely. We also had state net operating loss carryforwards of approximately $587.1 million that may offset future state taxable income, through 2040. Current federal and state tax laws include substantial restrictions on the utilization of net operating losses and tax credits in the event of an ownership change. Even if the carryforwards are available, they may be subject to annual limitations, lack of future taxable income, or future
 
103
ownership changes that could result in the expiration of the carryforwards before they are utilized. At December 31, 2020, we recorded a 100% valuation allowance against our deferred tax assets of approximately $325.7 million, as at that time our management believed it was uncertain that they would be fully realized. If we determine in the future that we will be able to realize all or a portion of our net operating loss carryforwards, an adjustment to our net operating loss carryforwards would increase net income in the period in which we make such a determination.
For the years ended December 31, 2019 and 2018
The comparison of the fiscal years ended December 31, 2019 and 2018 can be found in our annual report on Form
10-K
for the fiscal year ended December 31, 2019 located within Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is incorporated herein by reference.
Liquidity and Capital Resources
We are not profitable and have incurred losses and negative cash flows from operations each year since our inception. We have financed our operations primarily through sale of equity securities. As of December 31, 2020, we had $494.8 million in cash and cash equivalents and $66.1 million in marketable securities. On December 17, 2019, we entered into the Loan Agreement, or Term Loan, with funds managed by Pharmakon Advisors LP, which are BioPharma Credit PLC, as collateral agent, Biopharma Credit Investments V (Master) LP, as a lender, and BPCR Limited Partnership, as a lender, and collectively, the Lenders, for a senior secured credit facility consisting of an initial tranche of $75.0 million and the option to draw an additional $75.0 million until December 31, 2020. The first tranche, in the amount of $75.0 million, was funded in connection with the closing date of the Term Loan in December 2019, and the second tranche, in the amount of $75.0 million, was funded in November 2020.
On August 5, 2020, we filed a shelf registration statement on Form
S-3,
or Shelf Registration Statement, with the SEC relating to the registration of our common stock, preferred stock, debt securities, warrants and units or any combination thereof. Concurrently with the filing of the Shelf Registration Statement, we entered into a Sales Agreement with SVB Leerink LLC, or Sales Agent, to provide for the offering, issuance and sale by us of up to an aggregate of $200.0 million of our common stock from time to time in
“at-the-market”
offerings under the Shelf Registration Statement, or Sales Agreement. We have agreed to pay to the Sales Agent cash commissions of up to 3.0% of the gross proceeds from sales of common stock pursuant to the Sales Agreement. We have not issued any shares or received any proceeds pursuant to the Sales Agreement through December 31, 2020.
Our primary use of cash is to fund operations. Cash used to fund operations is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.
We believe that our existing capital resources will be sufficient to fund our planned operations for at least the next twelve months. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. We believe we may continue to require additional financing to commercialize Oxbryta, advance Oxbryta through clinical development, to acquire and develop other product candidates and to fund operations for the foreseeable future. We may continue to seek funds through equity or debt financings, collaborative or other arrangements with corporate sources, or through other sources of financing. Adequate additional funding may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategies. Our future funding requirements will depend on many factors, including:
 
  •  
our ability to successfully commercialize Oxbryta, inclacumab and any other product candidates we may identify and develop in any territories;
 
104
  •  
the manufacturing, selling, and marketing costs associated with the commercialization of Oxbryta and the potential commercialization of inclacumab and any other product candidates we may identify and develop, including the cost and timing of establishing or maintaining our sales and marketing capabilities in any territory(ies);
 
  •  
the amount and timing of sales and other revenues from Oxbryta, inclacumab and any other product candidates we may identify and develop, including the sales price and the availability of adequate third-party reimbursement;
 
  •  
the time and cost necessary to conduct and complete multiple ongoing studies (including our HOPE-KIDS 1 Study, our Phase 3 HOPE-KIDS 2 Study, and other studies;
 
  •  
the time and cost necessary to conduct and complete any additional clinical studies required to pursue additional regulatory approvals for Oxbryta for SCD, including our Phase 3 HOPE-KIDS 2 Study (which is intended as our required confirmatory study to move from our current Subpart H approval to a full approval of Oxbryta) and any studies to support potential label expansions into younger SCD pediatric populations, or any other post-marketing studies for Oxbryta for SCD;
 
  •  
the progress, data and results of clinical trials of Oxbryta and product candidates;
 
  •  
the progress, timing, scope and costs of our nonclinical studies, our clinical trials and other related activities, including our ability to enroll subjects in a timely manner for our ongoing and future clinical trials of Oxbryta, inclacumab or any other product candidate that we may identify and develop;
 
  •  
the costs of obtaining clinical and commercial supplies of Oxbryta, inclacumab and any other product candidates we may identify and develop;
 
  •  
our ability to advance our development programs, including for Oxbryta, inclacumab and any other potential product candidate programs we may identify and pursue, the timing and scope of these development activities, and the availability of approval for any of our other product candidates;
 
  •  
our ability to successfully obtain any additional regulatory approvals from any regulatory authorities, and the scope of any such regulatory approvals, to market and sell Oxbryta, inclacumab and any other product candidates we may identify and develop in any territory(ies);
 
  •  
the cash requirements of any future acquisitions or discovery of product candidates;
 
  •  
the time and cost necessary to respond to technological and market developments;
 
  •  
the extent to which we may acquire or
in-license
other product candidates and technologies, and the costs and timing associated with any such acquisitions or
in-licenses;
 
  •  
our ability to attract, hire, and retain qualified personnel; and
 
  •  
the costs of maintaining, expanding, and protecting our intellectual property portfolio.
Further, our operating plan may change, and we may need additional funds to meet operational needs and capital requirements for commercialization, clinical trials and other research and development expenditures. We currently have no credit facility or committed sources of capital. Because of the numerous risks and uncertainties associated with the development and commercialization of Oxbryta and product candidates and ongoing developments in connection with the
COVID-19
pandemic, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated commercialization, clinical trials and research and development activities.
 
105
The following table summarizes our cash flows for the periods indicated:
 
    
Year Ended December 31,
  
(in thousands)
   
2020
     
2019
     
2018
  
Cash used in operating activities
    $ (211,862)      $ (194,417)      $ (135,375)  
Cash provided by (used in) investing activities
      317,312        (76,861)        (184,157)  
Cash provided by financing activities
      87,120        298,158        397,906  
  
 
 
     
 
 
     
 
 
  
Net increase in cash, cash equivalents and restricted cash
    $ 192,570      $ 26,880      $ 78,374  
  
 
 
     
 
 
     
 
 
  
Cash flows from operating activities
Net cash used in operating activities for the year ended December 31, 2020 was $211.9 million, consisting of a net loss of $247.6 million, which was partially offset by
non-cash
charges of $71.5 million for stock-based compensation and $12.5 million for net depreciation and amortization expense. The change in our net operating assets and liabilities was due primarily to an increase of $36.8 million in inventories to support our current and anticipated Oxbryta commercial sales, an increase in accounts receivable of $14.9 million due to higher Oxbryta commercial sales, a decrease of $10.1 million in accrued liabilities primarily due to the payout of the accrued $20.0 million upfront payment to Syros in January 2020 and timing of manufacturing activities offset by higher sales and allowance accrual due to higher Oxbryta commercial sales, an increase of $8.4 million in accounts payable due to timing of payments, and an increase of $6.4 million in accrued compensation related to higher number of employees.
Net cash used in operating activities was $194.4 million for the year ended December 31, 2019, consisting of a net loss of $266.8 million, which was partially offset by
non-cash
charges of $45.7 million for stock-based compensation, $8.3 million for gain on lease modification and $7.9 million for depreciation and amortization expense. The change in our net operating assets and liabilities was due primarily to an increase of $24.7 million of accrued liabilities primarily related to higher research and development activities and higher professional and consulting services due to the growth of our operations, an increase of $7.5 million of accrued compensation related to a higher number of employees, an increase of $4.5 million of accounts payable due to timing of payments, an increase of $2.6 million of accounts receivables as we commercially launched Oxbryta in December 2019, an increase of $3.1 million of prepaid expenses primarily due to advance payment made in connection with our inclacumab program and to support our commercialization of Oxbryta, and an increase of $1.3 million in inventories as we began capitalizing Oxbryta as inventory upon receipt of FDA approval in November 2019 and commercially launched Oxbryta in December 2019.
Net cash used in operating activities was $135.4 million for the year ended December 31, 2018, consisting of a net loss of $174.2 million, which was partially offset by
non-cash
charges of $30.1 million for stock-based compensation and $4.0 million for depreciation and amortization expense. The change in our net operating assets and liabilities was due primarily to an increase of $2.5 million of prepaid expenses due to advance payments made in connection with our Phase 3 HOPE Study and our Phase 2a HOPE-KIDS 1 Study, an increase of $8.0 million of accrued liabilities related to higher research and development activities and higher professional and consulting services due to the growth of our operations, an increase of $1.5 million of accrued compensation related to a higher headcount and a decrease of $1.3 million of accounts payable due to timing of payments. The remainder of changes in operating assets and liabilities are primarily related to continuous growth of our operations.
 
106
Cash flows from investing activities
Cash provided by investing activities for the year ended December 31, 2020 was $317.3 million, consisting of maturities of marketable securities of $384.0 million, which are partially offset by purchases of marketable securities of $57.9 million and purchases of property and equipment of $8.8 million.
Net cash used in investing activities for the year ended December 31, 2019 was $76.9 million, primarily consisting of the purchase of marketable securities of $434.9 million, and purchase of property and equipment for our office and laboratory facility of $3.5 million, which are partially offset by maturities of marketable securities of $361.5 million.
Net cash used in investing activities for the year ended December 31, 2018 was $184.2 million, primarily consisting of the purchase of marketable securities of $361.4 million, and purchase of property and equipment for our office and laboratory facility of $4.8 million, which are partially offset by maturities of marketable securities of $182.0 million.
Cash flows from financing activities
Cash provided by financing activities for the year ended December 31, 2020 was $87.1 million. The cash provided by financing activities in 2020 was primarily from net proceeds of $74.8 million from the second tranche of the Term Loan that we entered in 2019 and $17.6 million from the issuance of common stock to participants in the Employee Stock Purchase Plan, or ESPP, and exercise of stock options, which were partially offset by $5.3 million of taxes paid related to net share settlement of equity awards.
Cash provided by financing activities was $298.2 million for the year ended December 31, 2019. The cash provided by financing activities in 2019 was primarily from net proceeds of $219.4 million from the issuance of common stock in connection with our
follow-on
offerings completed in 2019, net proceeds of $72.5 million from the debt financing completed in 2019, and to a lesser extent, proceeds of $13.9 million from the issuance of common stock to participants in the ESPP and exercise of stock options, which are partially offset by $7.6 million of taxes paid related to net shares settlement of equity awards.
Cash provided by financing activities was $397.9 million for the year ended December 31, 2018. The cash provided by financing activities in 2018 was primarily from net proceeds of $396.5 million from the issuance of common stock in connection with our
follow-on
offerings completed in January 2018, March 2018 and December 2018, and to a lesser extent, proceeds of $7.7 million from the issuance of common stock to participants in the ESPP and exercise of stock options, which are partially offset by $6.3 million of taxes paid related to net shares settlement of equity awards.
Off-Balance
Sheet Arrangements
As of December 31, 2020, we had no
off-balance
sheet arrangements as defined in Item 303(a)(4) of Regulation
S-K
as promulgated by the Securities and Exchange Commission, or SEC.
Contractual Obligations and Other Commitments
In December 2019, we entered into the Term Loan for a senior secured credit facility consisting of an initial term loan of $75.0 million, with an option to draw an additional $75.0 million until December 31, 2020. The first tranche of $75.0 million was funded in December 2019 and the second tranche of the $75.0 million was funded in November 2020. The Term Loan carries a
72-month
term and provides for interest only payments for the first 39 months, followed by consecutive equal quarterly payments. The Term Loan bears interest at a floating per annum interest rate equal to 7.00% plus the greater of: (a) LIBOR rate or (b) 2%. Interest on amounts outstanding are payable quarterly in arrears. We are obligated to pay an additional fee to the Lenders determined by
 
107
multiplying the principal amount being paid or prepaid multiplied by 2% when such payments are made. The obligations under the Term Loan are secured by a first priority security interest in and a lien on substantially all of our assets, subject to certain exceptions.
The following table summarizes our contractual obligations under our loan agreement and the operating leases as of December 31, 2020 (in thousands):
 
           
Payments Due by Period
  
    
Total
     
2021
     
2022
     
2023
     
2024
     
Thereafter
  
Term Loan
    $ 201,938      $ 13,500      $ 13,500      $ 62,813      $ 58,313      $ 53,812  
Operating lease obligations
    $ 123,470      $ 11,841      $ 12,222      $ 12,584      $ 12,948      $ 73,875  
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
  
Total contractual obligations
    $ 325,408      $ 25,341      $ 25,722      $ 75,397      $ 71,261      $ 127,687  
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
  
We have excluded from the above table $24.4 million in contractual obligations related to uncertain tax positions as we cannot make a reasonably reliable estimate of the period of cash settlement.
In December 2019, we entered into the Syros Agreement to discover, develop and commercialize novel therapies for SCD and beta thalassemia. Under the agreement, Syros will use its leading gene control platform to identify therapeutic targets and discover drugs that potentially induce fetal hemoglobin, and we have an option to obtain an exclusive worldwide license to develop, manufacture and commercialize any compounds or products resulting from the agreement, subject to Syros’ option to
co-promote
the first product in the United States. If we exercise the option, we will be responsible for all development, manufacture, regulatory activities and commercialization of the compound or product. Syros and we will be responsible for our own costs incurred to conduct research activities, except that we will fund up to $40.0 million in preclinical research for at least three years. Unless earlier terminated or extended, the research program under the agreement will end on the third anniversary of the agreement.
Under the terms of the Syros Agreement, we paid Syros an upfront payment of $20.0 million in January 2020, and, if we exercise our option under the agreement, we may be obligated to pay Syros up to $315.0 million in option exercise, development, regulatory, commercialization and sales-based milestones per product candidate and product resulting from the agreement. We will also be obligated to pay Syros, subject to certain reductions, tiered
mid-
to high-single digit royalties as percentages of calendar year net sales on any product resulting from the agreement. As of December 31, 2019, we have recognized the $20.0 million upfront payment in our research and development costs for year ended December 31, 2019. No milestone payments were recognized for the year ended December 31, 2020. We have recognized $8.6 million of research reimbursement to Syros in our research and development cost for the year ended December 31, 2020.
In August 2018, we entered into the Roche Agreement pursuant to which Roche granted us an exclusive and sublicensable worldwide license under certain patent rights and
know-how
to develop and commercialize inclacumab for all indications and uses, except diagnostic use. Roche retained a
non-exclusive,
worldwide, perpetual, royalty-free license to inclacumab solely for any diagnostic use. As of December 31, 2019, we have paid Roche an upfront payment of $2.0 million. We are obligated to make contingent payments to Roche totaling approximately $125.5 million in milestone payments for the SCD indication, including up to $40.5 million based on achievement of certain clinical development and regulatory milestones for inclacumab in the SCD indication, and up to $85.0 million based on achievement of certain thresholds for annual net sales of inclacumab. As of December 31, 2020, we have paid Roche a clinical development milestone payment of $2.0 million. We are also obligated to make contingent payments to Roche up to an additional $6.4 million in milestone payments, which are owed to a third party, based on achievement of such clinical development and regulatory milestones for inclacumab. In addition, we are obligated to make contingent payments to Roche up to $19.25 million in milestone payments based on achievement of certain clinical development and regulatory milestones for inclacumab for any indication other than the SCD indication.
 
108
Recent Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU,
No. 2019-12,
Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes
. The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU
2019-12
is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and the applicable amendments will be applied on a prospective basis. We do not expect the adoption of this new standard will have a material impact on our consolidated financial statements.
Accounting Pronouncements Adopted
In August 2018, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU,
No. 2018-15,
Intangibles—Goodwill and
Other—Internal-Use
Software (Subtopic
350-40),
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing
Arrangement That Is a Service Contract
, or ASU
2018-15.
ASU
No. 2018-15
requires a customer that is a party to a cloud computing service contract to follow the
internal-use
software guidance in Subtopic
350-40
to determine which implementation costs to capitalize and which costs to expense. The amendments in this update are effective for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted ASU
No. 2018-15
in the first quarter of 2020 and applied the guidance prospectively to the implementation costs incurred in our implementations of various cloud computing arrangements that are service contracts. The adoption of this new standard did not have a material impact on our consolidated financial statements.
In August 2018, the FASB issued ASU
No. 2018-13,
Fair Value Measurement (Topic 820)
. The new standard modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including removals of, modification to, and additional disclosure requirements from Topic 820. The amendment of ASU
No. 2018-13
removes disclosure requirements from Topic 820 in the areas of (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation processes for Level 3 fair value measurements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Except for certain amendments related to Level 3 fair value measurements, all the other amendments should be applied retrospectively to all periods presented upon their effective date. We adopted ASU
No. 2018-13
in the first quarter of 2020 and applied the guidance retrospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements.
In June 2016, the FASB issued ASU
No. 2016-13,
Measurement of Credit Losses on Financial Instruments (Topic 326)
, which amends the guidance on the impairment of financial instruments. The new standard adds to U.S. GAAP an impairment model that is based on expected losses rather than incurred losses, which is known as the current expected credit loss, or CECL model. The CECL model applies to most debt instruments (other than those measured at fair value), trade and other receivables, financial guarantee contracts, and loan commitments.
Available-for-sale
debt securities are scoped out of this guidance. Our investment portfolio primarily consists of
available-for-sale
debt securities carried at fair value. Our accounts receivable are not long term in nature and we do not expect to write off accounts receivable. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We adopted ASU
No. 2016-13
in the first quarter of 2020 and applied the guidance prospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements.
 
109
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity
We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. We have invested primarily in money market funds, negotiable certificates of deposit, U.S. treasury notes, federal agency notes and corporate debt securities. The fair value of our investments, including those included in cash and cash equivalents and marketable securities, was $552.3 million as of December 31, 2020 and $644.2 million as of December 31, 2019.
Our investment policy is to limit credit exposure through diversification and investment in highly rated securities. We, along with our investment advisors, actively review current investment ratings, company specific events, and general economic conditions in managing our investments.
We performed a sensitivity analysis to determine the impact a change in interest rates would have on the value of our investment portfolio. Based on our investment positions as of December 31, 2020, a hypothetical 100 basis point increase in interest rate would result in a $0.2 million decline in the fair market value of our portfolio. Such losses would only be realized if we sold the investments prior to maturity.
We are also exposed to interest rate risk with respect to the senior secured credit facility that we entered into in December 2019, or Term Loan, that bears variable interest based on LIBOR. The outstanding principal balance of the Term Loan was $150.0 million as of December 31, 2020. We currently do not use interest rate derivative instruments to manage our exposure to interest rate fluctuations. We monitor our market interest rate risk exposures from the Term Loan using a sensitivity analysis. Our sensitivity analysis estimates the exposure to the Term Loan assuming a hypothetical 100 basis points change in interest rates on our $150.0 million of unhedged variable rate debt. A hypothetical 100 basis point change in interest rates would result in changes in the annual interest expenses recognized from the Term Loan of between $0.3 million and $1.5 million per year over the term of the debt.
These analyses do not consider the effect of any change in overall economic activity that could impact interest rates. Further, in the event of an increase in interest rates of significant magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.
 
110
Item 8.
Financial Statements and Supplementary Data
GLOBAL BLOOD THERAPEUTICS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2020 and 2019
 
    
Page
  
     112  
Audited Consolidated Financial Statements:
         
     115  
     116  
     117  
     118  
     120  
     145  
 
111
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Global Blood Therapeutics, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Global Blood Therapeutics, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control – Integrated Framework (2013)
 issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020 based on criteria established in
Internal Control – Integrated Framework (2013)
 issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of FASB Accounting Standards Update 2016-02,
Leases (Topic 842)
.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
 
112
accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Assessment of the estimated manufacturing activities completed to date
As discussed in Note 5 to the consolidated financial statements, the Company has accrued manufacturing costs of $9,125 thousand as of December 31, 2020. As discussed in Note 2 to the consolidated financial statements, this accrual is based on an estimate of manufacturing activities completed to date by contract manufacturing organizations, contractual rates, and amounts invoiced and paid as of the end of each reporting period.
We identified the assessment of estimated manufacturing activities completed to date as a critical audit matter. The percentage of manufacturing activities completed to date is a subjective estimate based on the Company’s discussions with the contract manufacturing organizations, oversight of the manufacturing activities and the anticipated timeline. Evaluating this estimate required a higher degree of auditor judgment and changes to this estimate could have had a significant impact on the amount of accrued manufacturing costs recorded by the Company.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to accrued manufacturing costs. This included a control related to the estimation of the percentage of manufacturing activities completed to date. We selected certain accrued manufacturing costs and assessed the Company’s estimate of the percentage of manufacturing activities completed to date by: (1) inquiring with Company personnel responsible for overseeing the contract manufacturing activities to understand progress of the manufacturing activities; (2) inspecting correspondence received from contract manufacturing organizations, if any, and comparing the reported information to the Company’s estimate; and (3) inspecting executed change orders and original contract terms, including the timeline and budget, and comparing them to the Company’s estimated percentage of manufacturing activities completed to date.
Accrual for Medicaid rebates
As discussed in Note 2 to the consolidated financial statements, the Company recognizes revenue upon transfer of control of products to customers in an amount that reflects the consideration expected to be
 
113
received in exchange for those products, including the effects of items that can decrease the transaction price, such as variable consideration. Variable consideration includes, among other items, government mandated rebates for the Medicaid Drug Rebate Program and other government health care programs. The Company estimates these rebates based on statutory discount rates and expected utilization. The expected utilization of rebates is estimated based on third party data from the specialty pharmacies and specialty distributor. As discussed in Note 5 to the consolidated financial statements, the Company had accrued sales deductions of $6,405 thousand as of December 31, 2020, which includes amounts related to Medicaid rebates.
We identified the evaluation of the Medicaid rebates accrual as a critical audit matter as it requires subjective auditor judgment. Specifically, subjective auditor judgment was required to evaluate the underlying assumption of expected utilization of rebates by program participants based on the payer mix of the Company’s gross sales.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the accrual for Medicaid rebates. This included controls related to the development of the expected utilization assumption. We tested the Medicaid rebate accrual estimate using a combination of Company internal data, externally sourced data, historical actual information and statutory rebate rates, and compared the result to the Company’s estimate. We evaluated the Company’s ability to accurately estimate the accrual for Medicaid rebates by comparing historical accruals to the amounts actually invoiced and paid for the same period. We evaluated the relevance and reliability of external information used in management’s estimates by comparing source data to the data used in the Company’s estimation model. We involved government pricing professionals with specialized skills and knowledge, who assisted in the evaluation of management’s method and models for consistency with government pricing regulations.
 
/s/ KPMG LLP
We have served as the Company’s auditor since 2014.
San Francisco, California
February 24, 2021
 
114
GLOBAL BLOOD THERAPEUTICS, INC.
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
 
    
December 31,
  
    
2020
    
2019
  
Assets
                 
Current assets:
                 
Cash and cash equivalents
    $ 494,766     $ 302,237  
Short-term marketable securities
      66,126       307,732  
Accounts receivable, net
      17,500       2,637  
Inventories
      40,223       1,277  
Prepaid expenses
      12,599       9,422  
Other assets, current
      949       4,692  
    
 
 
    
 
 
  
Total current assets
      632,163       627,997  
Property and equipment, net
      37,882       27,113  
Long-term marketable securities
      —         85,030  
Operating lease
right-of-use
assets
      50,722       52,775  
Restricted cash
      2,436       2,395  
Other assets, noncurrent
      799       789  
    
 
 
    
 
 
  
Total assets
    $ 724,002     $ 796,099  
    
 
 
    
 
 
  
     
Liabilities and Stockholders’ Equity
                 
Current liabilities:
                 
Accounts payable
    $ 19,078     $ 10,621  
Accrued liabilities
      31,133       41,358  
Accrued compensation
      23,985       17,578  
Other liabilities, curren
t
      4,836       1,896  
    
 
 
    
 
 
  
Total current liabilities
      79,032       71,453  
Long-term debt
      148,815       73,559  
Operating lease liabilities, noncurrent
      79,176       72,359  
Other liabilities, noncurrent
      822       34  
    
 
 
    
 
 
  
Total liabilities
      307,845       217,405  
    
 
 
    
 
 
  
Commitments and contingencies (Note 8)
             
Stockholders’ equity:
                 
Preferred stock, $0.001 par value, 5,000,000 shares authorized at December 31, 2020 and 2019, respectively, and none issued and outstanding as of December 31, 2020 and 2019
      —         —    
Common stock, $0.001 par value, 150,000,000 shares authorized at December 31, 2020 and 2019, respectively; 61,898,090 and 60,644,380 shares issued and outstanding at December 31, 2020 and 2019, respectively
      62       61  
Additional
paid-in
capital
      1,402,262       1,316,795  
Accumulated other comprehensive income
      302       754  
Accumulated deficit
      (986,469 )      (738,916 ) 
    
 
 
    
 
 
  
Total stockholders’ equity
      416,157       578,694  
    
 
 
    
 
 
  
Total liabilities and stockholders’ equity
    $ 724,002     $ 796,099  
    
 
 
    
 
 
  
See accompanying notes.
 
115
GLOBAL BLOOD THERAPEUTICS, INC.
Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share amounts)
 
    
Year Ended December 31,
  
    
2020
    
2019
    
2018
  
Product sales, net
    $ 123,803     $ 2,108     $ —    
Costs and operating expenses:
                         
Cost of sales
      1,986       48       —    
Research and development
      155,122       174,556       131,307  
Selling, general and administrative
      210,851       117,088       51,435  
Gain on lease modification
      (984 )      (8,301 )      —    
    
 
 
    
 
 
    
 
 
  
Total costs and operating expenses
      366,975       283,391       182,742  
    
 
 
    
 
 
    
 
 
  
Loss from operations
      (243,172 )      (281,283 )      (182,742 ) 
Other income (expense):
                         
Interest income
      5,834       15,591       8,964  
Interest expense
s
      (9,809 )      (894 )      (346 ) 
Other expenses, net
      (406 )      (180 )      (69 ) 
    
 
 
    
 
 
    
 
 
  
Total other income (expense), net
      (4,381 )      14,517       8,549  
    
 
 
    
 
 
    
 
 
  
Net loss
      (247,553 )      (266,766 )      (174,193 ) 
Other comprehensive loss:
                         
Net unrealized gain (loss) on marketable securities, net of tax
      (452 )      802       288  
    
 
 
    
 
 
    
 
 
  
Comprehensive loss
    $ (248,005 )    $ (265,964 )    $ (173,905 ) 
    
 
 
    
 
 
    
 
 
  
Basic and diluted net loss per common share
    $ (4.04 )    $ (4.57 )    $ (3.41 ) 
    
 
 
    
 
 
    
 
 
  
Weighted-average number of shares used in computing basic and diluted net loss per common share
      61,334,037       58,321,612       51,150,728  
    
 
 
    
 
 
    
 
 
  
See accompanying notes.
 
116
GLOBAL BLOOD THERAPEUTICS, INC.
Consolidated Statements of Stockholders’ Equity
(In thousands, except share amounts)
 
    
Common Stock
     
Additional
Paid-In

Capital
    
Accumulated
Other
Comprehensive
Income (Loss)
    
Accumulated
Deficit
    
Total
Stockholders’
Equity
  
    
Shares
     
Amount
  
Balance at December 31, 2017
  
 
 46,131,723
 
  
$
 46
 
  
$
 617,051
 
 
$
 (336
) 
 
$
 (297,957
) 
 
$
 318,804
 
Issuance of common stock upon equity offerings, net of issuance costs
  
 
 8,403,826
 
  
 
 8
 
  
 
 396,026
 
 
 
—  
 
 
 
—  
 
 
 
 396,034
 
Issuance of common stock upon exercise of stock options
  
 
 596,434
 
  
 
 1
 
  
 
 6,021
 
 
 
—  
 
 
 
—  
 
 
 
 6,022
 
Issuance of common stock upon vesting of restricted share units, net of shares withheld for employee taxes
  
 
 255,039
 
  
 
 1
 
  
 
 (6,253
) 
 
 
—  
 
 
 
—  
 
 
 
 (6,252
) 
Issuance of common stock pursuant to ESPP purchases
  
 
 61,031
 
  
 
—  
 
  
 
 1,647
 
 
 
—  
 
 
 
—  
 
 
 
 1,647
 
Vesting of restricted stock purchases
  
 
 192,246
 
  
 
—  
 
  
 
 369
 
 
 
—  
 
 
 
—  
 
 
 
 369
 
Stock-based compensation expense
  
 
—  
 
  
 
—  
 
  
 
 30,080
 
 
 
—  
 
 
 
—  
 
 
 
 30,080
 
Net unrealized gain (loss) on marketable securities
  
 
—  
 
  
 
—  
 
  
 
—  
 
 
 
 288
 
 
 
—  
 
 
 
 288
 
Net loss
  
 
—  
 
  
 
—  
 
  
 
—  
 
 
 
—  
 
 
 
 (174,193
) 
 
 
 (174,193
) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
    
 
 
  
Balance at December 31, 2018
  
 
 55,640,299
 
  
$
 56
 
  
$
 1,044,941
 
 
$
 (48
) 
 
$
 (472,150
) 
 
$
 572,799
 
Issuance of common stock upon equity offerings, net of issuance costs
  
 
 3,986,890
 
  
 
 4
 
  
 
 219,667
 
 
 
—  
 
 
 
—  
 
 
 
 219,671
 
Issuance of common stock upon exercise of stock options
  
 
 538,503
 
  
 
 1
 
  
 
 11,635
 
 
 
—  
 
 
 
—  
 
 
 
 11,636
 
Issuance of common stock upon vesting of restricted share units, net of shares withheld for employee taxes
  
 
 368,357
 
  
 
—  
 
  
 
 (7,617
) 
 
 
—  
 
 
 
—  
 
 
 
 (7,617
) 
Issuance of common stock pursuant to ESPP purchases
  
 
 63,280
 
  
 
—  
 
  
 
 2,361
 
 
 
—  
 
 
 
—  
 
 
 
 2,361
 
Vesting of restricted stock purchases
  
 
 47,051
 
  
 
—  
 
  
 
 157
 
 
 
—  
 
 
 
—  
 
 
 
 157
 
Stock-based compensation expense
  
 
—  
 
  
 
—  
 
  
 
 45,651
 
 
 
—  
 
 
 
—  
 
 
 
 45,651
 
Net unrealized gain (loss) on marketable securities
  
 
—  
 
  
 
—  
 
  
 
—  
 
 
 
 802
 
 
 
—  
 
 
 
 802
 
Net loss
  
 
—  
 
  
 
—  
 
  
 
—  
 
 
 
—  
 
 
 
 (266,766
) 
 
 
 (266,766
) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
    
 
 
  
Balance at December 31, 2019
  
 
 60,644,380
 
  
$
 61
 
  
$
 1,316,795
 
 
$
 754
 
 
$
 (738,916
) 
 
$
 578,694
 
Issuance of common stock upon exercise of stock options
  
 
 525,788
 
  
 
—  
 
  
 
 13,328
 
 
 
—  
 
 
 
—  
 
 
 
 13,328
 
Issuance of common stock upon vesting of restricted share units, net of shares withheld for employee taxes
  
 
 629,857
 
  
 
 1
 
  
 
 (5,288
) 
 
 
—  
 
 
 
—  
 
 
 
 (5,287
) 
Issuance of common stock pursuant to ESPP purchases
  
 
 98,065
 
  
 
—  
 
  
 
 4,137
 
 
 
—  
 
 
 
—  
 
 
 
 4,137
 
Stock-based compensation expense
  
 
—  
 
  
 
—  
 
  
 
 73,290
 
 
 
—  
 
 
 
—  
 
 
 
 73,290
 
Net unrealized gain (loss) on marketable securities
  
 
—  
 
  
 
—  
 
  
 
—  
 
 
 
 (452
) 
 
 
—  
 
 
 
 (452
) 
Net loss
  
 
—  
 
  
 
—  
 
  
 
—  
 
 
 
—  
 
 
 
 (247,553
) 
 
 
 (247,553
) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
    
 
 
  
Balance at December 31, 2020
  
 
 61,898,090
 
  
$
 62
 
  
$
 1,402,262
 
 
$
 302
 
 
$
 (986,469
) 
 
$
 416,157
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
    
 
 
  
See accompanying notes.
 
117
GLOBAL BLOOD THERAPEUTICS, INC.
Consolidated Statements of Cash Flows
(In thousands)
 
    
Year Ended December 31,
  
    
2020
    
2019
    
2018
  
CASH FLOWS FROM OPERATING ACTIVITIES:
  
 
 
 
 
 
 
 
 
 
 
 
Net loss
  
$
 (247,553
) 
 
$
 (266,766
) 
 
$
 (174,193
) 
Adjustments to reconcile net loss to net cash used in operating activities:
  
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
  
 
 8,323
 
 
 
 8,605
 
 
 
 4,607
 
Amortization (accretion) of premium (discount) on marketable securities
  
 
 119
 
 
 
 (2,057
) 
 
 
 (661
) 
Non-cash
interest expense
  
 
 1,523
 
 
 
 43
 
 
 
—  
 
Amortization of operating lease
right-of-use
assets,
  
 
 2,500
 
 
 
 1,327
 
 
 
—  
 
Stock-based compensation
  
 
 71,477
 
 
 
 45,651
 
 
 
 30,080
 
Gain on lease modification
  
 
 (984
) 
 
 
 (8,301
) 
 
 
—  
 
Loss from disposal of fixed assets, net
  
 
—  
 
 
 
—  
 
 
 
 45
 
Changes in operating assets and liabilities:
  
 
 
 
 
 
 
 
 
 
 
 
Accounts receivables
  
 
 (14,863
) 
 
 
 (2,637
) 
 
 
—  
 
Inventories
  
 
 (36,779
) 
 
 
 (1,277
) 
 
 
—  
 
Prepaid expenses
  
 
 (702
) 
 
 
 (3,085
) 
 
 
 (2,500
) 
Other assets, current
  
 
 (23
) 
 
 
 (2,112
) 
 
 
 (1,278
) 
Accounts payable
  
 
 8,374
 
 
 
 4,499
 
 
 
 (1,285
) 
Accrued liabilities
  
 
 (10,089
) 
 
 
 24,706
 
 
 
 8,031
 
Accrued compensation
  
 
 6,407
 
 
 
 7,543
 
 
 
 1,457
 
Other liabilities, current
  
 
 (587
) 
 
 
 (1,482
) 
 
 
 742
 
Operating lease liabilities
  
 
 173
 
 
 
 893
 
 
 
—  
 
Other liabilities, noncurrent
  
 
 822
 
 
 
 33
 
 
 
 (420
) 
    
 
 
    
 
 
    
 
 
  
Net cash used in operating activities
  
 
 (211,862
) 
 
 
 (194,417
) 
 
 
 (135,375
) 
    
 
 
    
 
 
    
 
 
  
CASH FLOWS FROM INVESTING ACTIVITIES:
  
 
 
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
  
 
 (8,754
) 
 
 
 (3,460
) 
 
 
 (4,824
) 
Proceeds from sale
of property and equipment
  
 
—  
 
 
 
 45
 
 
 
 75
 
Purchases of marketable securities
  
 
 (57,936
) 
 
 
 (434,919
) 
 
 
 (361,405
) 
Maturities of marketable securities
  
 
 384,002
 
 
 
 361,473
 
 
 
 181,997
 
    
 
 
    
 
 
    
 
 
  
Net cash provided by (used in) investing activities
  
 
 317,312
 
 
 
 (76,861
) 
 
 
 (184,157
) 
    
 
 
    
 
 
    
 
 
  
CASH FLOWS FROM FINANCING ACTIVITIES:
  
 
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance of common stock, net of issuance costs
  
 
—  
 
 
 
 219,443
 
 
 
 396,501
 
Proceeds from issuance of long-term debt, net of debt issuance costs
  
 
 74,799
 
 
 
 72,475
 
 
 
—  
 
Proceeds from issuance of common stock in settlement of employee stock purchase plan and exercise of stock options
  
 
 17,608
 
 
 
 13,857
 
 
 
 7,657
 
Taxes paid related to net share settlement of equity awards
  
 
 (5,287
) 
 
 
 (7,617
) 
 
 
 (6,252
) 
    
 
 
    
 
 
    
 
 
  
Net cash provided by financing activities
  
 
 87,120
 
 
 
 298,158
 
 
 
 397,906
 
    
 
 
    
 
 
    
 
 
  
Net increase in cash, cash equivalents and restricted cash
  
 
 192,570
 
 
 
 26,880
 
 
 
 78,374
 
Cash, cash equivalents and restricted cash at beginning of period
  
 
 304,632
 
 
 
 277,752
 
 
 
 199,378
 
    
 
 
    
 
 
    
 
 
  
Cash, cash equivalents and restricted cash at end of period
  
$
 497,202
 
 
$
 304,632
 
 
$
 277,752
 
    
 
 
    
 
 
    
 
 
  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  
 
 
 
 
 
 
 
 
 
 
 
Cash paid for interest
  
$
 6,283
 
 
$
—  
 
 
$
 —
  
 
    
 
 
    
 
 
    
 
 
  
SUPPLEMENTAL DISCLOSURES OF
NON-CASH
FINANCING INFORMATION:
  
 
 
 
 
 
 
 
 
 
 
 
Accrued issuance costs
  
$
 (59
) 
 
$
 85
 
 
$
 467
 
    
 
 
    
 
 
    
 
 
  
Leasehold improvements paid for by landlord
  
$
 10,709
 
 
$
 17,231
 
 
$
 —
  
 
    
 
 
    
 
 
    
 
 
  
Accrued purchase of property and equipment
  
$
 6
 
 
$
 78
 
 
$
 48
 
    
 
 
    
 
 
    
 
 
  
 
118
    
Year Ended December 31,
  
  
2020
     
2019
     
2018
  
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS
                           
Cash, cash equivalents
    $ 494,766      $ 302,237      $ 275,357  
Restricted cash
      2,436        2,395        2,395  
    
 
 
     
 
 
     
 
 
  
Total cash and cash equivalents and restricted cash
    $ 497,202      $ 304,632      $ 277,752  
    
 
 
     
 
 
     
 
 
  
See accompanying notes.
 
119
GLOBAL BLOOD THERAPEUTICS, INC.
Notes to Consolidated Financial Statements
1. Organization and Basis of Presentation
Global Blood Therapeutics, Inc., or the Company, we, us, or our, was incorporated in Delaware in February 2011 and commenced operations in May 2012. We are a biopharmaceutical company dedicated to the discovery, development and delivery of life-changing treatments that provide hope to underserved patient communities. In late November 2019, we received U.S. Food and Drug Administration, or FDA, accelerated approval for our first medicine, Oxbryta
®
(voxelotor) tablets for the treatment of sickle cell disease, or SCD, in adults and children 12 years of age and older. In early December 2019, we began to make Oxbryta available to patients through our specialty pharmacy partner network. Our principal operations are based in South San Francisco, California, and we operate in one segment.
Need for Additional Capital
In the course of our development activities, we have sustained operating losses and we expect such losses to continue over the next several years. Our ultimate success depends on the outcome of our commercialization of Oxbryta and research and development activities. Since inception through December 31, 2020, we have incurred cumulative net losses of $986.5 million. We expect to incur additional losses for the foreseeable future to commercialize Oxbryta and conduct product research and development, and expect to potentially raise additional capital to fully implement our business plan. If needed, we intend to raise such capital through borrowings, the issuance of additional equity, and potentially through strategic alliances with partner companies or other transactions. However, if such financing is not available at adequate levels, we will need to
re-evaluate
our operating plans. We believe that our existing cash and cash equivalents and marketable securities will be sufficient to fund our cash requirements for at least twelve months subsequent to the issuance of these financial statements.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP.
Use of Estimates
The preparation of the accompanying consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of
variable consideration and
costs and expenses during the reporting period. We base our estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results could differ from these estimates under different assumptions or conditions.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation.
Segment Reporting
We have determined that we operate in a single segment based upon the way the business is organized for making operating decisions and assessing performance. We have only one operating segment related to the development of pharmaceutical products. All property and equipment is maintained in the United States.
 
120
Cash and Cash Equivalents
We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents, which consist primarily of amounts invested in money market accounts, are stated at fair value.
Investments in Marketable Securities
We invest in marketable securities, primarily money market funds, corporate debt securities, government securities, government agency securities, and certificates of deposits. We classify our marketable securities as
available-for-sale
securities and report them at fair value in cash equivalents or marketable securities on the consolidated balance sheets with related unrealized gains and losses included within accumulated other comprehensive income (loss) on the consolidated balance sheet. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the consolidated statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on
available-for-sale
securities are included in interest and other income (loss). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as
available-for-sale
are included in interest income.
We regularly review all of our investments for other-than-temporary declines in estimated fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in estimated fair value of an investment is below the amortized cost basis and the decline is other than temporary, we reduce the carrying value of the security and record a loss for the amount of such decline.
Fair Value Measurement
The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities.
Concentration of Risk
Credit Risk
We invest in a variety of financial instruments and, by our Board approved investment policy, limit the amount of credit exposure with any one issuer, industry or geographic area for investments other than instruments backed by the U.S. federal government.
Major Customers
We have entered into distribution agreements with certain limited specialty pharmacies and a specialty distributor. For the year ended December 31, 2020, our two largest customers represented approximately 92% of our product revenue and approximately 88% of our accounts receivable balance at December 31, 2020.
Major Suppliers
We do not currently have any of our own manufacturing facilities, and therefore depend on an outsourced manufacturing strategy for the production of Oxbryta for commercial use and for the production of our product candidates for clinical trials. We have contracts in place with one third-party manufacturer that is approved for the commercial production of Oxbryta and two third-party suppliers that are approved for Oxbryta’s active pharmaceutical ingredient. Although there are potential sources of supply other than our existing manufacturers and suppliers, any new supplier would be required to qualify under applicable regulatory requirements.
 
121
Accounts Receivables, net
Accounts receivables are recorded net of estimates of variable consideration for which reserves are established and which result from discounts and chargebacks that are offered within contracts between us and a limited number of specialty pharmacies and a specialty distributor in the United States. These reserves are classified as reductions of accounts receivable.
We estimate the allowance for doubtful accounts using current expected credit loss model, or CECL model. Under the CECL model, the allowance for doubtful accounts reflects the net amount expected to be collected from the account receivables. We evaluate the collectability of these cash flow based on the asset’s amortized cost, the risk of loss even when that risk is remote, losses over an asset’s contractual life, and other relevant information available to us. Accounts receivable balances are written off against the allowance when it is probable that the receivable will not be collected. Given the nature and history of our accounts receivable, we determined that an allowance for doubtful accounts was not required at December 31, 2020.
Inventories
Inventories are stated at the lower of cost or estimated net realizable value, on a
first-in,
first out, or FIFO, basis. We use actual costs to determine our cost basis for inventories. Inventories consist of raw materials,
work-in-process,
and finished goods.
We began capitalizing costs as inventory when the product candidate received regulatory approval. Prior to regulatory approval, we recorded inventory costs related to product candidates as research and development expenses.
We periodically assess the recoverability of our inventory and reduce the carrying value of the inventory when items are determined to be obsolete, defective or in excess of forecasted sales requirements. Inventory write-downs for excess, defective and obsolete inventory are recorded as a cost of sales. There have been no write-downs of our inventories for the periods presented.
Property and Equipment, Net
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which is three years for computer equipment and five years for laboratory equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Depreciation and amortization begins at the time the asset is placed in service. Maintenance and repairs are charged as expense in the statements of operations and comprehensive loss as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in operations.
Impairment of Long-Lived Assets
We evaluate our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. There have been no impairments of our long-lived assets for the periods presented.
Restricted Cash
Restricted cash consists of cash deposits held by our financial institution as collateral for our letter of credit under our facility lease.
 
122
Accruals of Research and Development and Manufacturing Costs
We record accruals for estimated costs of research, nonclinical and clinical studies and manufacturing development. These costs are a significant component of our research and development expenses. A substantial portion of our ongoing research and development activities are conducted by third-party service providers, including contract research organizations and contract manufacturing organizations. We also accrue for estimated costs of manufacturing activities for inventories. These costs are a significant component of the cost of our inventory.
We accrue the costs incurred under our agreements with these third parties based on actual work completed in accordance with agreements established with these third parties. We determine the accruals for research and development costs through discussions with internal personnel and external service providers as to the progress or stage of completion of the clinical studies and the agreed-upon fee to be paid for such services.
The accrual for contract manufacturing activities is based on an estimate of manufacturing activities completed to date, contractual rates, and amounts invoiced and paid to date at the end of each reporting period. We determine the percentage of manufacturing activities completed to date based on discussions with the contract manufacturing
organizations
, oversight of the manufacturing activities and anticipated timeline.
As actual costs become known, we adjust our accruals. We have not experienced any material deviations between accrued costs and actual costs. However, actual clinical and manufacturing services performed, number of subjects enrolled, and the rate of subject enrollment may vary from our estimates, resulting in adjustments to research and development costs or inventories in future periods. Changes in these estimates that result in material changes to our accruals of research and development and manufacturing costs could materially affect our results of operations or amounts of inventories capitalized.
Revenue Recognition
Pursuant to Accounting Standards Codification, Topic 606,
Revenue from Contracts with Customers
,
or ASC 606
,
we recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.
To determine revenue recognition for arrangements that we determine are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect substantially all of the consideration we are entitled to in exchange for the goods or services we transfer to the customer.
Product sales, net
Our product sales consist of U.S. sales of Oxbryta, which we began shipping to customers in December 2019. Prior to December 2019, we had no product sales. We sell Oxbryta to a limited number of specialty pharmacies and a specialty distributor, or collectively, Customers. These agreements with our Customers provide for transfer of title to the product at the time the product has been delivered to the Customers. The Customers subsequently dispense our products directly to a patient or resell our products to hospitals and certain pharmacies.
We recognize revenue on product sales when the Customers obtain control of our product, which occurs at a point in time, typically upon delivery to our Customers. It is at that point that we have a right to payment and that our Customers obtain title and the risks and rewards of ownership. Shipping and handling activities are considered to be fulfillment activities rather than a separate performance obligation. Payment terms are typically
30-60
days following delivery to our Customers. Because payment is expected shortly after delivery, we do not adjust the amount of consideration expected to be received for the effects of a significant financing component.
 
123
We consider the effects of items that can decrease the transaction price, such as variable consideration and consideration payable to Customers or payer. Amounts related to such items are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. The amount of variable consideration may be constrained and is included in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Revenue from product sales is recorded after considering the impact of the following variable consideration amounts along with the constraint at the time of revenue recognition:
Rebates:
We are subject to government mandated rebates for Medicaid Drug Rebate Program, Medicare Part D Prescription Drug Benefit Program, and other government health care programs in the United States. Rebate amounts are based upon contractual agreements or legal requirements with public sector benefit providers. We use the expected-value method for estimating these rebates based on statutory discount rates and expected utilization. The expected utilization of rebates is estimated based on third party data from the specialty pharmacies and specialty distributor. Estimates for these rebates are adjusted quarterly to reflect the most recent information. We record an accrued liability for unpaid rebates related to products for which control has been transferred to Customers.
Prompt payment discounts
: We provide discounts to our Customers if they pay for our products within a defined period of time after title transfers, which terms are explicitly stated in the contract. We use the most-likely-amount method for estimating prompt payment discounts. We expect that our Customers will earn prompt payment discounts. As a result, we deduct the full amount of those discounts from total product sales when revenues are recognized and record these discounts as a reduction of accounts receivable.
Co-payment
assistance:
We provide
co-payment
assistance to patients who have commercial insurance and meet certain eligibility requirements. We use the expected-value method for estimating
co-payment
assistance based on estimates of program redemption using data provided by third-party administrators. Estimates for the
co-payment
assistance are adjusted quarterly to reflect actual experience. We record an accrued liability for unredeemed
co-payment
assistance related to products for which control has been transferred to Customers.
Medicare Part D Coverage Gap:
The Medicare Part D coverage gap is a federal program to subsidize the costs of prescription drugs for Medicare beneficiaries in the United States, which mandates manufacturers to fund a portion of the Medicare Part D insurance coverage gap for prescription drugs sold to eligible patients. Funding of the coverage gap is generally invoiced and paid in arrears. We estimate the impact of the Medicare Part D coverage gap using the expected-value method based on an amount expected to be incurred for the current quarter’s activity, plus an accrual balance for known prior quarters. Estimates for the impact of the Medicare Part D coverage gap are adjusted quarterly to reflect actual experience. We record an accrued liability for unpaid reserves related to the Medicare Part D coverage gap.
Product returns:
Consistent with industry practice, we offer limited product return rights and generally allow for the return of product that is damaged or defective, or within a few months prior to and up to a few months after the product expiration date. We consider several factors in the estimation of potential product returns, including expiration dates of the product shipped, the limited product return rights, third-party data in monitoring channel inventory levels, shelf life of the product, prescription trends, and other relevant factors. We expect product returns to be immaterial. Other than these limited returns, we do not provide any product warranties.
Chargebacks
: Chargebacks are discounts that occur when contracted parties purchase directly from a specialty distributor. Contracted parties, which currently consist primarily of Public Health Service Institutions and federal government entities purchasing via the Federal Supply Schedule, generally purchase the product at a discounted price. The specialty distributor, in turn, charge back the difference between the price initially paid by the specialty distributor and the discounted price paid to the specialty distributor by the contracted parties to us. The reserves for chargeback are based on known sales to contracted parties. We establish the reserves for
 
124
chargebacks in the same period that the related revenue is recognized, resulting in a reduction of product revenue and receivables.
Distributor fees:
Our specialty distributor provides distribution services to us for a fee, based on a contractually determined fixed percentage of sales. We estimate these distributor fees and record such estimates in the same period the related revenue is recognized, resulting in a reduction of product revenue. We record an accrued liability for unpaid distributor fees.
Other revenue recognition considerations
Oxbryta is our only product. The only performance obligation included in our contracts is the delivery of Oxbryta to our Customers. Therefore, no allocation of transaction price amongst performance obligations is necessary. Consequently, the transaction price determined after considering the impacts of variable consideration is recognized at the time control is transferred to our Customers, which is upon delivery of Oxbryta to our Customers.
Because all sales of Oxbryta are in the United States and because our Customers are each a large distributor with similar variable consideration impacts, we provide revenue numbers on a total basis without further disaggregation. Additionally, we do not have any contract assets or liabilities, other than accounts receivable, related to our sales of Oxbryta.
Cost of Sales
Cost of sales consists primarily of direct and indirect costs related to the manufacturing of Oxbryta products sold, including third-party manufacturing costs, packaging services, freight, storage costs, allocation of overhead costs of employees involved with production, and Oxbryta net sales-based royalties payable to the Regents of the University of California. Costs incurred prior to FDA approval of Oxbryta in November 2019 have been recorded as research and development expense in our consolidated statement of operations and comprehensive loss.
Leases
Pursuant to Accounting Standards Codification, Topic 842,
Leases
, or ASC 842,
 
adopted on January 1, 2019
,
we determine if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether we have the right to control the identified asset.
Right-of-use,
or ROU, assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives received and initial direct costs incurred, as applicable.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. We consider our credit risk, term of the lease, and total lease payments and adjust for the impact of collateral, as necessary, when calculating our incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise any such options. Lease cost for our operating leases is recognized on a straight-line basis over the lease term.
We have elected to not separate lease and
non-lease
components for any leases within its existing classes of assets and, as a result, account for any lease and
non-lease
components as a single lease component. We have also elected to not recognize any leases within its existing classes of assets with a term of 12 months or less.
ROU assets and operating lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification.
 
125
Leases (Topic 840) Prior to the Adoption of Topic 842
We enter into lease agreements for our office and laboratory facilities. These leases are classified as operating leases. Rent expense is recognized on a straight-line basis over the noncancelable term of the lease and, accordingly, we record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability, which is included within other liabilities on the consolidated balance sheet. Incentives granted under our facilities leases, including rent holiday and allowances to fund leasehold improvements, are deferred and are recognized as adjustments to rental expense on a straight-line basis over the noncancelable term of the lease.
Comprehensive Income (Loss)
Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from
non-owner
sources. Our comprehensive income (loss) is comprised of net loss and changes in unrealized gains and losses on our marketable securities.
Research and Development
Research and development costs are expensed as incurred and consist of salaries and benefits, stock-based compensation expense, lab supplies and facility costs, as well as fees paid to other nonemployees and entities that conduct certain research and development activities on our behalf. Amounts incurred in connection with license agreements are also included in research and development expense. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are capitalized and then expensed as the related goods are delivered or the services are performed.
Long-term Debt
Long-term debt consists of our loan agreement, or Term Loan, with funds managed by Pharmakon Advisors LP, which are BioPharma Credit PLC, as collateral agent and a lender, and Biopharma Credit Investments V (Master) LP, as a lender, and collectively, the Lenders. We accounted for the Term Loan as a debt financing arrangement. Interest expense is accrued using the effective interest rate method over the estimated period the debt will be repaid. Debt issuance costs have been recorded as a debt discount in our consolidated balance sheets and are being amortized and recorded as interest expense throughout the life of the Term Loan using the effective interest rate method. We consider whether there are any embedded features in our debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to Accounting Standards Codification, or ASC, Topic 815,
Derivatives and Hedging
.
 
There are no embedded features identified from our Term Loan that require bifurcation and separating accounting. 
Stock-Based Compensation
We measure and recognize stock-based compensation expense, including employee and
non-employee
equity awards, based on fair value at the grant date. We use the Black-Scholes-Merton option-pricing model to calculate fair value. Stock-based compensation expense recognized in the consolidated statements of operations is based on stock awards ultimately vested, taking into consideration actual forfeitures.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to our lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance.
 
126
We recognize benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. It is our policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. To date, there have been no interest or penalties incurred in relation to the unrecognized tax benefits.
Net Loss per Share
Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given our net loss.
Recent Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU,
No. 2019-12,
Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes
. The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU
2019-12
is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and the applicable amendments will be applied on a prospective basis. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements.
Accounting Pronouncements Adopted
In August 2018, FASB, issued ASU
No. 2018-15,
Intangibles—Goodwill and
Other—Internal-Use
Software (Subtopic
350-40),
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing
Arrangement That Is a Service Contract
, or ASU
2018-15.
ASU
No. 2018-15
requires a customer that is a party to a cloud computing service contract to follow the
internal-use
software guidance in Subtopic
350-40
to determine which implementation costs to capitalize and which costs to expense. The amendments in this update are effective for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted ASU
No. 2018-15
in the first quarter of 2020 and applied the guidance prospectively to the implementation costs incurred in our implementations of various cloud computing arrangements that are service contracts. The adoption of this new standard did not have a material impact on our consolidated financial statements.
In August 2018, the FASB issued ASU
No. 2018-13,
Fair Value Measurement (Topic 820)
. The new standard modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including removals of, modification to, and additional disclosure requirements from Topic 820. The amendment of ASU
No. 2018-13
removes disclosure requirements from Topic 820 in the areas of (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation processes for Level 3 fair value measurements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Except for certain amendments related to Level 3 fair value measurements, all the other amendments should be applied retrospectively to all periods presented upon their effective date. We adopted ASU
No. 2018-13
in the first quarter of 2020 and applied the guidance retrospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements.
In June 2016, the FASB issued ASU
No. 2016-13,
Measurement of Credit Losses on Financial Instruments (Topic 326)
, which amends the guidance on the impairment of financial instruments. The new standard adds to
 
127
U.S. GAAP an impairment model that is based on expected losses rather than incurred losses, which is known as the current expected credit loss, or CECL model. The CECL model applies to most debt instruments (other than those measured at fair value), trade and other receivables, financial guarantee contracts, and loan commitments.
Available-for-sale
debt securities are scoped out of this guidance. Our investment portfolio primarily consists of
available-for-sale
debt securities carried at fair value. Our accounts receivable are not long term in nature and we do not expect to write off accounts receivable. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We adopted ASU
No. 2016-13
in the first quarter of 2020 and applied the guidance prospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements.
3. Fair Value Measurements
Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Our financial instruments consist of cash and cash equivalents, marketable securities, accounts receivables, accounts payable and accrued liabilities. Cash and cash equivalents and marketable securities reported at their respective fair values on our consolidated balance sheets. The remaining financial instruments are reported on our
c
onsolidated
b
alance
s
heets at cost that approximate current fair values due to their relatively short maturities.
Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
Level 1—
Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2—
Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
Level 3—
Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
 
128
The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands):
 
    
December 31, 2020
  
    
Total
     
Level 1
     
Level 2
     
Level 3
  
Financial Assets:
                                    
Money market funds
    $ 486,174      $ 486,174      $ —        $ —    
Corporate debt securities
      29,804        —          29,804        —    
U.S. government agency securities
      15,943        —          15,943        —    
Certificates of deposits
      243        —          243        —    
U.S. government securities
      20,136        —          20,136        —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Total financial assets
    $ 552,300      $ 486,174      $ 66,126      $ —  
    
 
 
     
 
 
     
 
 
     
 
 
  
 
    
December 31, 2019
  
    
Total
     
Level 1
     
Level 2
     
Level 3
  
Financial Assets:
                                    
Money market funds
    $ 250,535      $ 250,535      $ —        $ —    
Corporate debt securities
      152,149        —          152,149        —    
U.S. government agency securities
      95,032        —          95,032        —    
Certificates of deposits
      6,282        —          6,282        —    
U.S. government securities
      140,244        —          140,244        —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Total financial assets
    $ 644,242      $ 250,535      $ 393,707      $ —    
    
 
 
     
 
 
     
 
 
     
 
 
  
We estimate the fair values of our investments in corporate debt securities, government and government related securities and certificates of deposits by taking into consideration valuations obtained from third-party pricing services. The fair value of our marketable securities classified within Level 2 is based upon observable inputs that may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads,
two-sided
markets, benchmark securities, bids, offers and reference data including market research publications. At December 31, 2020, the weighted average remaining contractual maturities of our Level 2 investments was less than one year and all of these investments are rated
A-1/P-1/F1
or A/A2, or higher by Moody’s and S&P.
4.
Available-for-Sale
Securities
Estimated fair values of
available-for-sale
securities are generally based on prices obtained from commercial pricing services. The following table is a summary of
available-for-sale
securities recorded in cash and cash equivalents, or marketable securities in our Consolidated Balance Sheets (in thousands):
 
    
December 31, 2020
     
December 31, 2019
  
    
Amortized
Cost
     
Unrealized
Gains
     
Unrealized
(Losses)
     
Estimated
Fair Value
     
Amortized
Cost
     
Unrealized
Gains
     
Unrealized
(Losses)
    
Estimated
Fair Value
  
Financial Assets:
                                                                       
Money market funds
    $ 486,174      $ —        $ —        $ 486,174      $ 250,535      $ —        $ —       $ 250,535  
Corporate debt securities
      29,641        163        —          29,804        151,773        384        (8 )      152,149  
U.S. government agency securities
      15,906        37        —          15,943        94,963        73        (4 )      95,032  
Certificates of deposits
      241        2        —          243        6,239        43        —         6,282  
U.S. government securities
      20,036        100        —          20,136        139,978        266        —         140,244  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Total
    $ 551,998      $ 302      $ —        $ 552,300      $ 643,488      $ 766      $ (12 )    $ 644,242  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
 
129
The following table summarizes the classification of the
available-for-sale
securities on our
c
onsolidated
b
alance
s
heets (in thousands):
 
    
December 31,
2020
     
December 31,
2019
  
Cash and cash equivalents
    $ 486,174      $ 251,480  
Short-term marketable securities
      66,126        307,732  
Long-term marketable securities
      —          85,030  
    
 
 
     
 
 
  
Total
    $ 552,300      $ 644,242  
    
 
 
     
 
 
  
5. Balance Sheet Components
Property and Equipment
Property and equipment consist of the following (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Laboratory equipment
    $ 11,922      $ 8,314  
Computer equipment
      3,023        2,224  
Leasehold improvements
      32,281        13,785  
Construction-in-progress
      517        19,289  
    
 
 
     
 
 
  
Total property and equipment
      47,743        43,612  
Less: accumulated depreciation and amortization
      (9,861 )       (16,499 ) 
    
 
 
     
 
 
  
Property and equipment, net
    $ 37,882      $ 27,113  
    
 
 
     
 
 
  
Depreciation expense was $8.3 million for the year ended December 31, 2020, $8.6 million for the year ended December 31, 2019 and $4.7 million for the year ended December 31, 2018. Refer to Note 8—Commitments and Contingencies for details on acceleration of depreciation expenses recognized during the years ended December 31, 2020 and 2019.
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Accrued research and development costs
    $ 10,677      $ 26,480  
Accrued manufacturing costs
      9,125        9,466  
Accrued professional and consulting services
      4,107        4,564  
Accrued sales deductions
      6,405        529  
Other
      819        319  
    
 
 
     
 
 
  
Total accrued liabilities
    $ 31,133      $ 41,358  
    
 
 
     
 
 
  
 
130
Other liabilities, current
Other liabilities consist of the following (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Operating lease liabilities, current
    $ 4,836      $ 1,866  
Other payable
      —          30  
    
 
 
     
 
 
  
Total other liabilities, current
    $ 4,836      $  1,896  
    
 
 
     
 
 
  
6. Inventories
We began capitalizing inventories in
November
2019 once the FDA approved Oxbryta. Inventories consist of the following (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Raw materials
    $ 11,273      $ 700  
Work-in-process
      26,994        525  
Finished goods
      1,956        52  
    
 
 
     
 
 
  
Total inventories
    $ 40,223      $ 1,277  
    
 
 
     
 
 
  
For the year ended December 31, 2020, we have capitalized $1.8 million of share-based compensation expense to our inventories. See Note 10 - Share-based Compensation for details on share-based compensation expenses recognized during the year ended December 31, 2020.
7. Long-term Debt
Term Loan
On December 17, 2019, we entered into the Loan Agreement, or Term Loan, with funds managed by Pharmakon Advisors LP, which are BioPharma Credit PLC, as collateral agent, Biopharma Credit Investments V (Master) LP, as a lender, and BPCR Limited Partnership, as a lender, and collectively, the Lenders, for a senior secured credit facility consisting of an initial tranche of $75.0 million and the option to draw an additional $75.0 million until December 31, 2020. The first tranche, in the amount of $75.0 million, was funded in connection with the closing date of the Term Loan in December 2019, and the second tranche of the Term Loan, in the amount of $75.0 million was funded in November 2020.
The Term Loan carries a
72-month
term. The Term Loan bears interest at a floating per annum interest rate equal to 7.00% plus the greater of (a) the
3-month
LIBOR rate and (b) 2%. In the event we default, the interest rate would be 3% above the rate that is otherwise applicable thereto. Interest on amounts outstanding are payable quarterly in arrears. The Term Loan repayment schedule provides for interest only payments for the first 39 months, followed by consecutive equal quarterly payments of principal and interest commencing in March 2023 and continuing through the maturity of December 2025.
We have the option to prepay all or a portion of the borrowed amounts under the Term Loan. If we exercise this option, we must pay a prepayment fee between 1% and 3% of the principal amount being prepaid depending on the timing of the prepayment, or Prepayment Fee. If the prepayment occurs before December 2022, we must also pay an amount equal to the sum of all interest that would have accrued and been payable from date of prepayment through December 2022, or Make Whole Amount. We are obligated to pay an additional fee to the Lenders determined by multiplying the principal amount being paid or prepaid multiplied by 2%, or Paydown Fee, when such payments are made.
 
131
In the event of default or change in control, all unpaid principal and all accrued and unpaid interest amounts (if any) become immediately due and payable, at which point, we will be subject to the Prepayment Fee, the Make Whole Amount (if any) and the Paydown Fee. Events of default include, but are not limited to, a payment default, a material adverse change, and insolvency. The obligations under the Term Loan are secured by a first priority security interest in and a lien on substantially all of our assets, subject to certain exceptions.
Debt issuance costs paid directly to the Lenders of $1.1 million and the other debt issuance costs of $0.5 million were treated as discounts on the Term Loan. These debt discounts along with the Paydown Fee are being amortized or accreted to interest expenses
 
throughout the life of the Term Loan using the effective interest rate method. As of December 31, 2020, there were unamortized issuance costs and debt discounts of $
1.3
 million, which were recorded as a direct deduction from the Term Loan on the consolidated balance sheet. In addition, we paid the Lenders $
1.1
 million for the option to draw the additional $
75.0
 million, which was capitalized as a deferred asset and amortized on a straight-line basis through December 31, 2020. Any remaining unamortized amount is reclassed to debt discount at the time of closing of the second tranche of the Term Loan. We closed the second tranche of the Term Loan in November 2020 and $
0.2
 million of the unamortized deferred asset related to the option to draw the
second tranche was reclassed as the discount on the notes payable.
Future payments of principal and interest on the Term Loan as of December 31, 2020 (in thousands):
 
2021
      13,500  
2022
      13,500  
2023
      62,813  
2024
      58,313  
2025
      53,812  
    
 
 
  
Total minimum payments
      201,938  
Less amount representing interest
      (48,938 ) 
Less amount representing Paydown Fee
      (3,000 ) 
    
 
 
  
Long-term debt, gross
      150,000  
Discount on notes payable
      (1,596 ) 
Accretion of Paydown Fee
      411  
    
 
 
  
Long-term debt
    $ 148,815  
    
 
 
  
8. Commitments and Contingencies
Leases
We have operating leases for our headquarters, where we have office and research and development laboratory facilities, and equipment. Our leases have remaining lease terms of 1 to 10 years. Most of these leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases include renewal options at our election, with renewal terms that can extend the lease term from 1 to 10 years. These optional periods have not been considered in the determination of the
right-of-use
assets, or ROU assets, or lease liabilities associated with these leases as we did not consider it reasonably certain that we would exercise the options.
Lease costs included in operating expense in the consolidated statement of operations and comprehensive loss in relation to these operating leases were $12.4 million and $7.8 million for the year ended December 31, 2020 and 2019, respectively. Included in these lease costs were variable lease costs, which were not included within the measurement of our operating ROU assets and operating lease liabilities in the amount of $2.6 million and $2.5 million for the year ended December 31, 2020 and 2019, respectively. The variable lease cost is comprised primarily of our cost in certain research and development arrangements that contain embedded equipment, and our proportionate share of operating expenses, property taxes, and insurance in relation with our
 
132
facility lease. These costs are classified as operating lease expense due to our election to not separate lease and
non-lease
components.
Supplemental information related to leases for the period reported is as follows (in thousands, except weighted-average remaining lease term and weighted-average discount rate):
 
    
For the year ended
December 31,
  
    
2020
    
2019
  
ROU assets obtained in exchange for new operating lease upon adoption of ASC 842
    $ —       $ 14,177  
Adjustment to ROU assets as a result of the lease modification for the Prior Premises
      (106 )      (13,802 ) 
ROU assets obtained for new operating lease liabilities
      205       53,727  
Operating lease liabilities arising from obtaining ROU assets
      205       25,929  
Cash paid for amounts included in the measurement of lease liabilities
      7,696       4,481  
Weighted-average remaining lease term of operating leases (in years)
      9.2       10.1  
Weighted-average discount rate of operating leases
      8.66 %      8.66 % 
 
The majority of our lease costs are driven by our operating lease for our headquarters in South San Francisco, where we have office and research and development laboratory facilities.
In March 2017, we entered into a noncancelable operating lease, or Original Lease, for approximately 67,185 square feet of space in South San Francisco, California, or Prior Premises.
In August 2018, we entered into an amendment to the Original Lease, or Lease Amendment, to relocate the leased premises from the Prior Premises to a
to-be-constructed
building consisting of approximately 164,150 rentable square feet of space, or Substitute Premises, when the Substitute Premises are ready for occupancy, or Substitute Premises Payment Commencement Date. The Lease Amendment has a contractual term, or Substitute Premises Term, of 10 years from the Substitute Premises Payment Commencement Date. The Lease Amendment grants us an option to extend the Lease Amendment for an additional
10-year
period. Future minimum rental payments under the Lease Amendment during the
10-year
term are $121.5 million in the aggregate. Under the Lease Amendment, we are obligated to pay to the landlord certain costs, including taxes and operating expenses. The Lease Amendment also provides a tenant inducement allowance of up to $27.9 million, of which $4.1 million, if utilized, would be repaid to the landlord in the form of additional monthly rent with interest applied. As of December 31, 2020 and 2019, we have capitalized $32.3 million and $19.0 million, respectively, of costs within property and equipment, net for construction of leasehold improvements at the Substitute Premises, which were mostly acquired with the tenant inducement provided under the Lease Amendment.
On October 1, 2019, we determined that the Lease Amendment for the Substitute Premises had commenced as we had the right to control the Substitute Premises, which was deemed to be a lease modification. We determined the Lease Amendment consisted of two separate contracts under ASC 842. One contract was related to a new ROU asset for the Substitute Premises, which was to be accounted for as a new lease, and the other was related to the modification of the lease term of the Prior Premises.
With the commencement of the Lease Amendment, the lease term for the Original Lease was reduced, with the modified lease term expiring on June 1, 2020. We determined that the reduction of the lease term would be accounted for as a lease modification to the Prior Lease. On October 1, 2019, we remeasured the present value of future lease payments during the modified lease term to be $2.9 million, using an incremental borrowing rate of approximately 8.78%. We recognized the amount of remeasurement of the lease liability as an adjustment to the
 
133
ROU asset, reducing the carrying amount of the ROU asset to zero,
and recognized a gain on lease modification of $
8.3 
million for the year ended December 31, 2019. An additional gain on lease modification of $
1.0 
million was recognized for the year ended December 31, 2020 to write off the remaining lease liability related to the Original Lease
when we vacated the building
.
 As of December 31, 2020, and 2019, the unamortized operating lease liability associated with the Prior Premises was $
nil and $1.8 million, respectively.
On October 1, 2019, or Substitute Premises Commencement Date, we measured the present value of future lease payments that included the expected utilization of tenant inducements, using an incremental borrowing rate of approximately 8.66%. We recorded a ROU asset and a lease liability for $53.7 million associated with the Substitute Premises. During the years ended December 31, 2020 and 2019, the landlord paid approximately $10.7 million and $17.2 million, respectively, out of tenant inducement allowances for construction of leasehold improvements at the Substitute Premises, which was recognized as an increase in the operating lease liability. The balances of the ROU asset were approximately $50.6 million and $52.8 million as of December 31, 2020 and 2019, respectively. The balances for the operating lease liability were approximately $83.8 million and $72.4 million as of December 31, 2020, and 2019, respectively.
After relocating to the Substitute Premise, we surrendered and delivered the Prior Premises to the landlord in May 2020, upon which time we had no further obligations with respect to the Prior Premises other than with respect to the Initial Allowance, which we will repay to the landlord in the form of additional monthly rent with interest applied over the term of the Original Lease. Upon signing of the Lease Amendment, we
re-evaluated
the remaining useful life of the leasehold improvements at the Prior Premises and started to amortize the leasehold improvements over the remaining period of expected use, resulting in an acceleration of depreciation expenses for approximately $3.8 million and $7.0 million for the years ended December 31, 2020 and 2019, respectively.
 
As of December 31, 2020, the maturities of our operating lease liabilities under Topic 842 were as follows (in thousands):
 
Year ending December 31,
   
Amount
  
2021
      11,841  
2022
      12,222  
2023
      12,584  
2024
      12,948  
2025
      13,368  
Thereafter
      60,507  
    
 
 
  
Total lease payments
      123,470  
Less: Imputed interest
      (39,458 ) 
    
 
 
  
Present value of operating lease liabilities
    $ 84,012  
    
 
 
  
Rent expense was $9.8 million for the year ended December 31, 2020, $5.2 million for the year ended December 31, 2019, and $3.6 million for the year ended December 31, 2018. The operating leases require us to share in prorated operating expenses and property taxes based upon actual amounts incurred; those amounts are not fixed for future periods and, therefore, are not included in the future commitments listed above.
Indemnifications
We indemnify each of our directors and officers for certain events or occurrences, subject to certain limits, while the director or the officer is or was serving at our request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws. The term of the indemnification period lasts as long as a director or an officer may be subject to any proceeding arising out of acts or omissions of such director in such capacity. The maximum amount of potential future indemnification is unlimited; however, we currently hold director and officer liability insurance. This insurance allows the transfer of risk associated with
 
134
our exposure and may enable us to recover a portion of any future amounts paid. We believe that the fair value of these indemnification obligations is minimal. Accordingly, we have not recognized any liabilities relating to these obligations for any period presented.
Contingencies
In the ordinary course of business, we may be subject to legal claims and regulatory actions that could have a material adverse effect on our business or financial position. We assess our potential liability in such situations by analyzing potential outcomes, assuming various litigation, regulatory and settlement strategies. If we determine a loss is probable and its amount can be reasonably estimated, we accrue an amount equal to the estimated loss.
No losses and no provision for a loss contingency have been recorded to date.
Contingent Payments
In December 2019, we entered into an agreement, the Syros Agreement, with Syros Pharmaceuticals, Inc., or Syros, to discover, develop and commercialize novel therapies for SCD and beta thalassemia. Under the agreement, Syros will use its leading gene control platform to identify therapeutic targets and discover drugs that potentially induce fetal hemoglobin, and we have an option to obtain an exclusive worldwide license to develop, manufacture and commercialize any compounds or products resulting from the agreement, subject to Syros’ option to
co-promote
the first product in the United States. If we exercise the option, we will be responsible for all development, manufacture, regulatory activities and commercialization of the compound or product. Syros and we will be responsible for our own costs incurred to conduct research activities, except that we will fund up to $40.0 million in preclinical research for at least three years. Unless earlier terminated or extended, the research program under the agreement will end on the third anniversary of the agreement.
Under the terms of the Syros Agreement, we paid Syros an upfront payment of $20.0 million in January 2020, and, if we exercise our option under the agreement, we may be obligated to pay Syros up to $315.0 million in option exercise, development, regulatory, commercialization and sales-based milestones per product candidate and product resulting from the agreement. We will also be obligated to pay Syros, subject to certain reductions, tiered
mid-
to high-single digit royalties as percentages of calendar year net sales on any product resulting from the agreement. As of December 31, 2019, we have recognized the $20.0 million upfront payment in our research and development costs for year ended December 31, 2019. No milestone payments were recognized for the year ended December 31, 2020.
 
We have recognized $8.6 million of research reimbursement to Syros in our research and development cost for the year ended December 31, 2020.
 
In August 2018, we entered into the License Agreement, or Roche Agreement, with F.
Hoffmann-La
Roche Ltd. and
Hoffmann-La
Roche Inc. (together, “Roche”), pursuant to which Roche granted us an exclusive and sublicensable worldwide license under certain patent rights and
know-how
to develop and commercialize inclacumab for all indications and uses, except diagnostic use. Roche retained a
non-exclusive,
worldwide, perpetual, royalty-free license to inclacumab solely for any diagnostic use. As of December 31, 2019, we have paid Roche an upfront payment of $2.0 million, which was recognized in our research and development costs for year ended December 31, 2018. We are obligated to make contingent payments to Roche totaling approximately $125.5 million in milestone payments for the SCD indication, including up to $40.5 million based on achievement of certain clinical development and regulatory milestones for inclacumab in the SCD indication, and up to $85.0 million based on achievement of certain thresholds for annual net sales of inclacumab. As of December 31, 2020, we have recognized a $2.0 million clinical development milestone payment in our research and development costs for
the
 
year ended December 31, 2020. We are also obligated to make contingent payments to Roche up to an additional $6.4  million in milestone payments, which are owed to a third party, based on achievement of such clinical development and regulatory milestones for inclacumab. We are also obligated to make contingent payments to Roche up to $19.25 million in milestone payments based on
 
135
achievement of certain clinical development and regulatory milestones for inclacumab for any indication other than the SCD indication.
9. Stockholders’ Equity
Follow-on
Offerings
In June 2019, we completed a
follow-on
offering and issued 3,375,527 shares of common stock at a price of $57.12 per share for proceeds of $192.4 million net of underwriting costs and commissions and offering expenses. In addition, in July 2019, we sold an additional 100,000 shares of our common stock directly to the underwriters when they exercised their over-allotment option at the price of $57.12 per share for proceeds of $5.7 million net of underwriting costs and commissions.
In December 2018, we completed a
follow-on
offering and issued 3,409,090 shares of common stock at a price of $41.54 per share for proceeds of $141.1 million net of underwriting costs and commissions and offering expenses. In addition, in January 2019, we sold an additional 511,363 shares of our common stock directly to the underwriters when they exercised their over-allotment option at the price of $41.54 per share for proceeds of $21.2 million net of underwriting costs and commissions.
Common Stock Reserved for Issuance
We have reserved sufficient shares of common stock for issuance upon the exercise of stock options, vesting of restricted stock units and restricted shares subject to future vesting. Common stockholders are entitled to dividends if and when declared by the board of directors, subject to the prior rights of any preferred stockholders. As of December 31, 2020, no common stock dividends had been declared by the board of directors.
We have reserved shares of common stock for future issuance as follows:
 
    
December 31,
  
    
2020
     
2019
  
Restricted stock units
      2,625,056        1,848,772  
Options issued and outstanding
      3,327,330        3,573,860  
Shares available for future grant under the 2015 Plan and 2017 Inducement Equity Plan
      6,018,567        4,478,656  
Employee stock purchase plan
      254,590        252,655  
    
 
 
     
 
 
  
Total
      12,225,543        10,153,943  
    
 
 
     
 
 
  
10. Share-based Compensation
Amended and Restated 2017 Inducement Equity Plan
In January 2017, we adopted the 2017 Inducement Equity Plan and amended the plan in December 2019 with the Amended and Restated 2017 Inducement Plan, or the 2017 Inducement Plan
. Under the 2017 Inducement Plan, shares of our common stock are reserved for the issuance of non-qualified stock options and other equity-based awards to induce highly-qualified prospective officers and employees who are not currently employed by us or our subsidiaries to become employed with our company. Awards granted 
under the 2017 Inducement Plan expire no later than
10 years
from the date of grant. For
non-statutory
stock options, the option price shall not be less than 100% of the fair market value on the day of grant. Options granted generally vest over
four years
and vest at a rate of 25% upon the first anniversary of the issuance date and
1/16
th
per quarter over the following
three years
thereafter. Restricted stock units granted generally vest at a rate of 25% upon the first anniversary of the issuance date and
1/8
th
per half year over the following
three years
thereafter. The number of shares initially reserved for grant is subject to adjustment for reorganization, recapitalization, stock dividend, stock split, or similar changes in our capital stock. As of December 31, 2020, there were 1,277,475 shares reserved for the future issuance of equity awards under the 2017 Inducement Plan.
 
136
2015 Stock Option and Incentive Plan
In July 2015, we adopted the 2015 Stock Option and Incentive Plan, or 2015 Plan. Under the 2015 Plan, shares of our common stock are reserved for the issuance of stock options, restricted stock, and other equity-based awards to employees,
non-employee
directors, and consultants under terms and provisions established by the Board of Directors and approved by our stockholders at inception. Awards granted under the 2015 Plan expire no later than 10 years from the date of grant. For incentive stock options and
non-statutory
stock options, the option price shall not be less than 100% of the fair market value on the day of grant. If at the time we grant an option and the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all our classes of stock, the option price is required to be at least 110% of the fair market value on the day of grant. Options granted typically vest over a
4-year
period but may be granted with different vesting terms. Restricted stock units granted generally vest at a rate of 1/8
th
per half year over the
4-year
period. As of December 31, 2020, there were 4,741,092 shares reserved for the future issuance of equity awards under the 2015 Plan.
2012 Stock Option and Grant Plan
In 2012, we adopted the 2012 Stock Option and Grant Plan, or 2012 Plan, under which our Board of Directors was authorized to grant incentive stock options to employees, including officers and members of the Board of Directors who are also employees of ours, and
non-statutory
stock options (options that do not qualify as incentive options) and/or our restricted stock and other equity-based awards to our employees, officers, directors, or consultants. Awards granted under the 2012 Plan expire no later than 10 years from the date of grant. Upon adoption of the 2015 Plan, no new awards or grants are permitted under the 2012 Plan.
Stock Option Activity
The following table summarizes activity under our stock option plans, including the 2017 Inducement Plan, 2015 Plan and the 2012 Plan and related information (in thousands, except share and per share amounts and term):
 
    
Number
of Options
     
Weighted-
Average
Exercise
Price
     
Weighted-
Average
remaining
contractual
term (years)
     
Aggregate
Intrinsic
Value
  
Outstanding—December 31, 2019
      3,573,860      $ 36.24        7.55           
Options granted
      719,561        65.36                    
Options exercised
      (525,788 )       25.35                    
Options canceled
      (440,303 )       52.78                    
    
 
 
                             
Outstanding—December 31, 2020
      3,327,330      $ 42.07        7.02      $ 29,720  
    
 
 
                       
 
 
  
Vested and exercisable—December 31, 2020
      2,151,326      $ 34.77        6.33      $ 28,616  
    
 
 
                       
 
 
  
The aggregate intrinsic value was calculated as the difference between the exercise price of the options and the fair value of our common stock as of December 31, 2020. The total intrinsic value of options exercised was $23.0 million for the year ended December 31, 2020, $23.5 million for the year ended December 31, 2019, and $23.4 million for the year ended December 31, 2018. The weighted-average estimated fair value of stock options granted was $40.76 for the year ended December 31, 2020, $32.30 for the year ended December 31, 2019, and $33.58 for the year ended December 31, 2018.
 
1
37
Stock Options Granted to Employees with Service-based Vesting Valuation Assumptions
The fair values of stock options granted to employees were calculated using the following assumptions:
 
    
Year Ended December 31,
    
2020
  
2019
  
2018
Expected term (in years)
   
5.1-6.1
  
5.3-6.1
  
5.3-6.1
Volatility
   
69.6%-71.8%
  
69.8%-72.2%
  
68.7%-71.8%
Risk-free interest rate
   
0.3%-1.8%
  
1.4%-2.6%
  
2.6%-3.0%
Dividend yield
    —     —     —  
In determining the fair value of the options granted, we used the Black-Scholes-Merton option-pricing model and assumptions discussed below.
Expected Term—
Our expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). We have limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for our stock option grants. 
Expected Volatility
—We use peer company price volatility as well as the historical volatility of our own common stock to estimate expected stock price volatility due to the limited trading history for our common stock since our IPO in August 2015. When selecting comparable publicly traded biopharmaceutical companies on which we have based our expected stock price volatility, we selected companies with comparable characteristics to us, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available.
Risk-Free Interest Rate
—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option.
Expected Dividend
—We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero.
Restricted Stock Units
In January 2017, the Compensation Committee of our Board of Directors approved the commencement of granting restricted stock units, or RSUs, to our employees. RSUs are share awards that entitle the holder to receive freely tradable shares of our common stock upon the completion of a specific period of continued service. RSUs are generally subject to forfeiture if employment terminates prior to the release of vesting restrictions. RSUs granted are valued at the market price of our common stock on the date of grant. We recognize noncash compensation expense for the fair value of RSUs on a straight-line basis over the requisite service period of these awards.
 
138
The following table summarizes activity of RSUs granted to employees with service-based vesting under the 2017 Inducement Plan and 2015 Plan and related information (in thousands, except share, per share amounts and vesting period):
 
    
Number
of RSUs
     
Weighted-
Average
Grant Date
Fair Value
     
Weighted-
Average
Remaining
Vesting
Period (years)
     
Aggregate
Intrinsic
Value
  
Non-vested
units—December 31, 2019
      1,848,772      $ 49.19        1.54      $ 146,959  
RSUs granted
      1,577,047        64.28                    
RSUs vested
      (710,403 )       50.84                    
RSUs forfeited
      (505,060 )       56.30                    
    
 
 
                             
Non-vested
units—December 31, 2020
      2,210,356      $ 57.80        1.45      $ 95,731  
    
 
 
                       
 
 
  
 
Market-Condition Awards Granted to Employees
2017 Market-Condition RSU Awards
On August 11, 2017, our Board of Directors approved awards up to an aggregate of 365,250 RSUs to certain of our senior management team under the 2015 Plan, the vesting of which was contingent upon a combination of continued employment and achieving certain market capitalization milestones, which we refer to as the 2017 Market-Condition RSU Awards. The 2017 Market-Condition RSU Awards would not vest until the achievement of their respective market capitalization milestones, which were required to occur on or before December 31, 2019. The grant date fair value of the 2017 Market-Condition RSU Awards was estimated using a Monte Carlo simulation model. The derived service periods, which are the estimated periods of time that would be required to satisfy the market conditions, are also determined at the grant date. We record expense on a straight-line basis over the applicable derived service periods. In 2019, 156,000 shares and 3,250 shares of 2017 Market-Condition RSU Awards were vested and were forfeited, respectively. There were no
non-vested
2017 Market-Condition RSU Awards as of December 31, 2020 and 2019.
We recognized $36,500 and $3.1 million in stock-based compensation expense related to the 2017 Market-Condition RSU Awards for the year ended December 31, 2019 and December 31, 2018, respectively. No expenses recorded related to the 2017 Market-Condition RSU Awards for the year ended December 31, 2020.
2020 Market-Condition RSU Award
s
The Compensation Committee of our Board of Directors granted, effective June 1, 2020, awards of up to an aggregate of 414,700 RSUs to certain of our senior management, including our executive officers, under the 2015 Plan, the vesting of which is contingent upon the achievement of three escalating stock price targets, which we refer to as the 2020 Market-Condition RSU Awards. Upon the achievement of the respective stock price targets, 50% of the RSUs allotted to that tranche will vest, while the remaining 50% will vest on the first anniversary of the date the stock price target was achieved, subject to the employee’s continued employment or other service relationship with us through such vesting date. Under the terms of the awards, if the stock price targets are not achieved for all or some of the tranches on or before June 30, 2024, the unvested awards will be automatically terminated and forfeited. The compensation cost for the RSUs with a market condition is not reversed when the market condition is not satisfied.
 
The target prices and vesting tranches are set forth in the table below:
 
Stock Price Targets
   
Number of Units Allotted
$109.20    82,940
$145.60    145,145
$182.00    186,615
 
139
The grant date fair value of the 2020 Market-Condition RSU Awards was estimated using a Monte Carlo simulation model, which includes variables such as the expected volatility of the Company’s share price and interest rates to generate potential future outcomes. We recognize the related compensation expense on a straight-line basis over the applicable derived service periods, which are the estimated periods of time that would be required to satisfy the market conditions.
The following table summarizes activity of the 2020 Market-Condition RSU Awards under the 2015 Plan and related information (in thousands, except share, per share amounts and vesting period):
 
    
Number
of Units
     
Weighted-
Average
Grant Date Fair
Value
     
Weighted-
Average
Remaining
Vesting
Period (years)
     
Aggregate
Intrinsic
Value
  
Non-vested
market-condition awards — December 31, 2019
      —        $ —          —             
Granted
      421,000        49.95                    
Vested
      —          —                      
Forfeited
      (6,300 )       49.95                    
    
 
 
                             
Non-vested
market-condition awards — December 31, 2020
      414,700      $ 49.95        1.21      $ 17,961  
    
 
 
                       
 
 
  
 
The following table summarizes the assumptions used to estimate the fair value of the market-condition awards as of the grant date:
 
Valuation date stock price
    $ 68.67  
Volatility
      68.1 % 
Risk-free interest rate
      0.26 % 
Dividend yield
      —   
At December 31, 2020, total unrecognized compensation expense related to
non-vested
market-condition awards was $13.0 million, which is expected to be recognized over their respective remaining derived service periods. The weighted average derived service period is 1.21 years. For the year ended December 31, 2020, we recognized $7.7 million in stock-based compensation expense related to the 2020 Market-Condition RSU Awards.
Employee Stock Purchase Plan
In July 2015, we adopted the 2015 Employee Stock Purchase Plan, or 2015 ESPP. Under the 2015 ESPP, our employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the stock at the beginning of the offering period or at the end of each applicable purchase period. The 2015 ESPP provided for offering periods of six months in duration. As approved by the Compensation Committee of the Board of Directors in December 2017, the 2015 ESPP provides for offering periods of two years in duration with purchase periods occurring every six months during an offering period. The purchase periods end on either January 31 or July 31. Contributions under the 2015 ESPP are limited to a maximum of 15% of an employee’s eligible compensation. ESPP purchases are settled with common stock from the ESPP’s previously authorized and available pool of shares. The 2015 ESPP was amended and restated in March 2020. The amended 2015 ESPP moves the timing of the purchase periods end on either February 28 (or February 29, if applicable) or August 31. Once each of the existing offering period ends, the next offering period immediately following will be a
one-time
transitional offering period, starting with one
7-month
purchase period followed by three
6-mon
th
 purchase periods. After this
one-time
transition offering period, all following offering periods will remain for two years with four equal
six-month
purchase periods. During the year ended December 31, 2020, 98,065 shares were issued under the ESPP for $4.1 million. 
 
140
The fair values of the rights granted under the 2015 ESPP were calculated using the following assumptions:
 
    
Year Ended
December 31,
2020
    
Year Ended
December 31,
2019
  
Expected term (in years)
      0.5 – 2.1       0.5 – 2.0  
Volatility
     
47.0-77.0
 %     
46.5-75.4
 % 
Risk-free interest rate
     
0.1-1.5
 %     
1.7-2.6
 % 
Dividend yield
     
—
%      — % 
Stock-Based Compensation Expense
Total stock-based compensation recognized by functions was as follows (in thousands):
 
    
Year Ended December 31,
  
    
2020
     
2019
     
2018
  
Research and development
    $ 18,061      $ 19,140      $ 12,747  
Selling, general and administrative
      53,416        26,511        17,333  
    
 
 
     
 
 
     
 
 
  
Total stock-based compensation expense
    $ 71,477      $ 45,651      $ 30,080  
    
 
 
     
 
 
     
 
 
  
 
Unrecognized Stock-Based Compensation Expense and Weighted-Average Remaining Amortization Period
As of December 31, 2020, the unrecognized stock-based compensation cost, and the estimated weighted-average amortization period, using the straight-line attribution method, was as follows (in thousands, except amortization period):
 
    
Unrecognized
Compensation
Cost
     
Weighted-
average
remaining
amortization
period (years)
  
Stock
 
Options
    $ 38,440        2.3  
Restricted stock units
      110,837        2.7  
Market-Condition restricted stock units
      12,989        1.2  
ESPP
      3,743       
0.7
  
    
 
 
           
Total unrecognized stock-based compensation expense
    $ 166,009        2.5  
    
 
 
           
11. Defined Contribution Plan
In 2013, we began to sponsor a 401(k) retirement plan, in which substantially all of our full-time employees are eligible to participate. Eligible participants may contribute a percentage of their annual compensation to this plan, subject to statutory limitations. We made contributions to the Plan for eligible participants, and recorded contribution expenses of $2.1 million for the year ended December 31, 2020, $1.4 million for the year ended December 31, 2019, and $0.8 million for the year ended December 31, 2018.
 
141
12. Income Taxes
The components of the loss before income taxes were as follows (in thousands):
 
    
Year Ended December 31,
  
    
2020
     
2019
     
2018
  
Loss before provision for income taxes:
                           
United States
    $ (247,327 )     $ (266,595 )     $ (174,190 ) 
International
      (226 )       (167 )       —    
    
 
 
     
 
 
     
 
 
  
    
$
(247,553
 )    
$
(266,762
 )    
$
(174,190
 ) 
    
 
 
     
 
 
     
 
 
  
No provision for income taxes was recorded for the years ended December 31, 2020, December 31, 2019, and December 31, 2018. We have incurred net operating losses for all the periods presented. We have not reflected any benefit of such net operating loss (NOL) carryforwards in the accompanying consolidated financial statements. We have established a full valuation allowance against the related deferred tax assets due to the uncertainty surrounding the realization of such assets.
The effective tax rate of the provision for income taxes differs from the federal statutory rate as follows:
 
    
Year Ended December 31,
  
    
2020
    
2019
    
2018
  
Federal statutory income tax rate
      21.0 %      21.0 %      21.0 % 
State taxes
      7.4       9.7       1.3  
Federal and state tax credits
      4.3       4.9       7.1  
Change in valuation allowance
      (32.4 )      (37.2 )      (33.3 ) 
Foreign rate differential
      —         —         1.7  
Officer compensation limitation
      (0.8 )      (1.0 )      (0.7 ) 
Stock based
compensation/Non-deductible
changes in
 
fair value
      0.6       1.7       2.9  
Liquidation of foreign entities
      —       0.9       —    
Other
      (0.1   )      —         —    
    
 
 
    
 
 
    
 
 
  
Provision for Taxes
      0.0 %      0.0 %      0.0 % 
    
 
 
    
 
 
    
 
 
  
 
1
42
The components of the deferred tax assets and liabilities are as follows (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Deferred tax assets:
                  
Net operating loss carryforwards
    $ 216,092      $ 157,685  
Tax credits
      76,684        62,862  
Operating lease liability
      23,147        16,177  
Accruals and reserves
      6,503        3,996  
Stock based compensation
      14,981        11,166  
Intangibles
      8,507        8,243  
Other
      904        408  
    
 
 
     
 
 
  
Gross deferred tax assets
      346,818        260,537  
Valuation allowance
      (325,710 )       (245,000 ) 
    
 
 
     
 
 
  
Net deferred tax assets
      21,108        15,537  
Operating lease – ROU asset
      (13,975 )       (14,971 ) 
Property and equipment
      (7,050 )       (352 ) 
Other
      (83 )       (214 ) 
    
 
 
     
 
 
  
Gross deferred tax liabilities
      (21,108 )       (15,537 ) 
    
 
 
     
 
 
  
Net deferred tax assets
    $ —        $ —    
    
 
 
     
 
 
  
Realization of the deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. We have established a valuation allowance to offset deferred tax assets as of December 31, 2020 and 2019 due to the uncertainty of realizing future tax benefits from our net operating loss carryforwards and other deferred tax assets. The valuation allowance increased approximately
 
$80.7 million
 
and
 $99.2 million during the years ended
December 31, 2020, and 2019, respectively.
The increase in the valuation allowance is mainly related to the increase in net operating loss carryforwards and the increase in tax credits generated during the respective taxable years.
As of December 31, 2020, we had federal net operating loss carryforwards of approximately $829.1 million to offset future federal taxable income, with $209.9 million available through 2037 and $619.2 million available indefinitely. We also had state net operating loss carryforwards of approximately $587.1 million that may offset future state taxable income through 2040. Current federal and state tax laws include substantial restrictions on the utilization of net operating losses and tax credits in the event of an ownership change. Even if the carryforwards are available, they may be subject to annual limitations, lack of future taxable income, or future ownership changes that could result in the expiration of the carryforwards before they are utilized. At December 31, 2020, we recorded a 100% valuation allowance against our deferred tax assets of approximately $325.7 million, as at that time our management believed it was uncertain that they would be fully realized. If we determine in the future that we will be able to realize all or a portion of our net operating loss carryforwards, an adjustment to valuation allowance would increase net income in the period in which we make such a determination.
In general, if we experience a greater than 50 percentage point aggregate change in ownership over a three-year period (a Section 382 ownership change), utilization of our
pre-change
NOL carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code (California has similar laws). The annual limitation generally is determined by multiplying the value of our stock at the time of such ownership change (subject to certain adjustments) by the applicable long-term
tax-exempt
rate. Such limitations may result in expiration of a portion of the NOL carryforwards that were generated prior to 2018 before utilization. We have not utilized any NOL carryovers through December 31, 2020.
 
1
43
No liability related to uncertain tax positions is recorded on the consolidated financial statements. All uncertain tax positions are currently recorded as a reduction to our deferred tax asset. It is our policy to include
penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary.
 
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 
 
    
December 31,
  
    
2020
     
2019
  
Balance at beginning of year
    $ 21,598      $ 16,232  
Additions based on tax positions related to current year
      3,346        5,366  
Decreased for prior period positions
 
 
(498 )
 
 
 
—
 
    
 
 
     
 
 
  
Unrecognized tax benefit—December 3
1
    $ 24,446      $ 21,598  
    
 
 
     
 
 
  
We do not expect that our uncertain tax positions will materially change in the next twelve months. The reversal of the uncertain tax benefits will not impact our effective tax rate as we continue to maintain a full valuation allowance against our deferred tax assets.
We file federal, state and foreign income tax returns in the United States and in multiple foreign jurisdictions. We are not currently under examination by income tax authorities in federal, state or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits.
13. Net Loss per Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Since we were in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive.
The following securities were not included in the diluted net loss per share calculations because their effect was anti-dilutive:
 
    
December 31,
  
    
2020
     
2019
     
2018
  
Options to purchase common stock
      3,327,330        3,573,860        3,243,551  
Restricted shares subject to future vesting
      —          —          47,051  
Restricted stock units
      2,625,056        1,848,772        975,419  
    
 
 
     
 
 
     
 
 
  
Total
      5,952,386        5,422,632        4,266,021  
    
 
 
     
 
 
     
 
 
  
*****
 
144
Selected Quarterly Financial Information (unaudited)
The following table provides the selected consolidated quarterly financial data for 2020 and 2019:
 
    
Quarter Ended
 
(in thousands, except per share
amounts)
  
December 31,
2020
 
 
September 30,
2020
 
 
June 30,
2020
 
 
March 31,
2020
 
 
December 31,
2019
 
 
September 30,
2019
 
 
June 30,
2019
 
 
March 31,
2019
 
Product sales, net
  
$
 41,295
 
 
$
 36,889
 
 
$
 31,501
 
 
$
 14,118
 
 
$
 2,108
 
 
$
—
 
 
$
—
 
 
$
—
 
Loss from operations
  
$
 (59,373
)
 
 
$
 (58,311
) 
 
$
 (52,036
) 
 
$
 (73,452
) 
 
$
 (99,214
) 
 
$
 (68,742
) 
 
$
 (60,804
) 
 
$
 (52,523
) 
Net loss
  
$
 (61,806
) 
 
$
 (59,881
) 
 
$
 (52,840
) 
 
$
 (73,026
) 
 
$
 (95,975
) 
 
$
 (64,547
) 
 
$
 (57,321
) 
 
$
 (48,923
) 
Basic and diluted net loss per common share
  
$
 (1.00
) 
 
$
 (0.97
) 
 
$
 (0.86
) 
 
$
 (1.20
) 
 
$
 (1.59
) 
 
$
 (1.07
) 
 
$
 (1.01
) 
 
$
 (0.87
)
 
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
 
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management carried out an evaluation, with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. In connection with that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective. Disclosure controls and procedures means controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our management, including our Chief Executive Officer and our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control—2013 Integrated Framework. Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2020. The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
145
Inherent Limitations on Effectiveness of Controls
Internal control over financial reporting may not prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met.
 
Item 9B.
Other Information
None.
 
146
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Except as set forth below, the information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2021 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2020.
We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer and principal financial officer. The Code of Business Conduct and Ethics is posted on our website at https://www.ir.gbt.com.
We intend to satisfy the disclosure requirement under Item 5.05 of Form
8-K
regarding an amendment to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information on our website, at the address and location specified above and, to the extent required by the listing standards of The NASDAQ Stock Market, by filing a Current Report on Form
8-K
with the SEC, disclosing such information.
Item 11.
Executive Compensation
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2021 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2020.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2021 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2020.
Item 13.
Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2021 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2020.
Item 14.
Principal Accounting Fees and Services
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2021 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2020.
 
147
PART IV
Item 15.
Exhibits and Financial Statement Schedules
 
(a)
The following documents are filed as part of this report:
 
  (1)
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements filed as part of this Annual Report on Form
10-K
are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on
Form 10-K.
 
  (2)
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Consolidated financial statement schedules have been omitted in this Annual Report on Form
10-K
because they are not applicable, not required under the instructions, or the information requested is set forth in the consolidated financial statements or related notes thereto.
 
  (3)
EXHIBITS
The exhibits listed in the accompanying Exhibit Index are filed as part of, or incorporated by reference into, this Annual Report on Form
10-K.
Item 16.
Form
10-K
Summary
None.
 
148
Exhibit Index
 
         
Incorporated by Reference
     
Exhibit
Number
   
Exhibit Description
   
Form
   
Date
   
Number
   
Filed

Herewith
    3.1    Restated Certificate of Incorporation.   
S-1/A
    7/31/2015    3.2   
    3.2    Amended and Restated Bylaws.   
S-1/A
    7/31/2015    3.4   
    4.1    Specimen Common Stock Certificate.   
S-1/A
    7/31/2015    4.1   
    4.2    Description of Securities   
10-K
    2/26/2020    4.2   
  10.1#    2012 Stock Option and Grant Plan and forms of award agreements thereunder   
S-1
    7/8/2015    10.1   
  10.2#    Amended and Restated 2015 Stock Option and Incentive Plan and forms of award agreements thereunder    —      —      —      X
  10.3#    Employment Offer Letter Agreement by and between the Registrant and Ted W. Love, M.D., dated May 19, 2014   
S-1
    7/8/2015    10.3   
  10.4#    Employment Offer Letter Agreement by and between the Registrant and Jeffrey Farrow, dated February 19, 2016   
8-K
    4/4/2016    10.1   
  10.5    Form of Indemnification Agreement by and between the Registrant and each of its directors and officers   
S-1/A
    7/31/2015    10.8   
  10.6#    Amended and Restated 2015 Employee Stock Purchase Plan   
10-Q
    5/6/2020    10.5   
  10.7#    Amended and Restated Cash Incentive Bonus Plan    —      —      —      X
  10.8#    Amended and Restated 2017 Inducement Equity Plan and forms of award agreements thereunder    —      —      —      X
  10.9#    Employment Offer Letter by and between the Registrant and Patricia Suvari, dated October 7, 2016   
10-K
    3/13/2017    10.17   
  10.10    Lease by and between the Registrant and HCP Oyster Point III LLC, dated March 17, 2017   
8-K
    3/22/2017    10.1   
  10.11    Sales Agreement by and between the Registrant and SVB Leerink LLC, dated August 5, 2020   
S-3ASR
    8/5/2020    1.2   
  10.12#    Amended and Restated Severance and Change in Control Policy    —      —      —      X
  10.13#    Employment Offer Letter by and between the Registrant and David Johnson, dated February 21, 2018   
10-Q
    5/7/2018    10.4   
  10.14+    License Agreement by and between the Registrant and F. Hoffmann-La Roche Ltd. and Hoffmann-La Roche Inc., dated August 22, 2018   
10-Q/A
    3/29/2019    10.1   
  10.15    First Amendment to Lease by and between the Registrant and HCP Oyster Point III LLC, dated August 29, 2018   
8-K
    8/30/2018    10.1   
 
149
         
Incorporated by Reference
     
Exhibit
Number
   
Exhibit Description
   
Form
   
Date
   
Number
   
Filed

Herewith
  10.16#    Non-Employee Director Compensation Policy    —      —      —      X
  10.17#    Employment Offer Letter by and between the Registrant and Brian Cathers, Ph.D., dated January 21, 2019   
10-K
    2/27/2019    10.19   
  10.18#    Employment Offer Letter by and between the Registrant and Eric Fink, dated June 17, 2019   
10-Q
    8/7/2019    10.1   
  10.19#    Employment Offer Letter by and between the Registrant and Jung Choi, dated March 16, 2015   
10-Q
    5/10/2019    10.1   
  10.20+    License and Collaboration Agreement by and between the Registrant and Syros Pharmaceuticals, Inc., dated December 17, 2019   
10-K
    2/26/2020    10.20   
  10.21+    Loan Agreement by and among the Registrant, BioPharma Credit PLC, and Biopharma Credit Investments V (Master) LP, dated December 17, 2019   
10-K
    2/26/2020    10.21   
  21.1    Subsidiaries of the Registrant    —      —      —      X
  23.1    Consent of KPMG LLP, Independent Registered Public Accounting Firm    —      —      —      X
  24.1    Power of Attorney (included on signature page to this Annual Report)    —      —      —      X
  31.1    Certification of Principal Executive Officer required by Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    —      —      —      X
  31.2    Certification of Principal Financial Officer required by Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    —      —      —      X
  32.1*    Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    —      —      —      X
  32.2*    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    —      —      —      X
101.SCH    Inline XBRL Taxonomy Extension Schema Document    —      —      —      X
101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase Document    —      —      —      X
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase Document.    —      —      —      X
101.LAB    Inline XBRL Taxonomy Extension Label Linkbase Document.    —      —      —      X
 
150
         
Incorporated by Reference
     
Exhibit
Number
   
Exhibit Description
   
Form
   
Date
   
Number
   
Filed

Herewith
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase Document.    —      —      —      X
104    Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)    —      —      —      X
 
#
Represents management compensation plan, contract or arrangement.
+
Portions of this exhibit have been omitted as confidential information.
*
The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form
10-K
are not deemed filed with the SEC and are not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form
10-K,
irrespective of any general incorporation language contained in such filing.
 
151
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
GLOBAL BLOOD THERAPEUTICS, INC.
   
By:  
/s/ Ted W. Love
    Ted W. Love, M.D.
   
President and Chief Executive Officer
(Principal Executive Officer)
Date: February 24, 2021
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ted W. Love, M.D. and Jeffrey Farrow, and each of them, his true and lawful
attorneys-in-fact,
with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form
10-K,
and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact
or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:
 
Signature
   
Title
  
Date
     
/s/ Ted W. Love
    President, Chief Executive Officer and Director   February 24, 2021
     
Ted W. Love, M.D.   
(Principal Executive Officer)
    
     
/s/ Jeffrey Farrow
    Chief Financial Officer   February 24, 2021
     
Jeffrey Farrow   
(Principal Financial Officer and Principal
    
     
    
Accounting Officer)
    
     
/s/ Willie L. Brown, Jr.
    Director   February 24, 2021
     
Willie L. Brown, Jr         
     
/s/ Scott W. Morrison
    Director   February 24, 2021
     
Scott W. Morrison         
     
/s/ Deval L. Patrick
    Director   February 24, 2021
     
Deval L. Patrick         
     
/s/ Mark L. Perry
    Director   February 24, 2021
     
Mark L. Perry         
     
/s/ Glenn F. Pierce
    Director   February 24, 2021
     
Glenn F. Pierce, M.D., Ph.D.         
     
/s/ Philip A. Pizzo
    Director   February 24, 2021
     
Philip A. Pizzo, M.D.         
     
/s/ Dawn Svoronos
    Director   February 24, 2021
     
Dawn Svoronos         
     
/s/ Wendy Yarno
    Director   February 24, 2021
     
Wendy Yarno         
 
152
EX-10.2 2 d63231dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

GLOBAL BLOOD THERAPEUTICS, INC.

AMENDED AND RESTATED 2015 STOCK OPTION AND INCENTIVE PLAN

 

SECTION 1.

GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Global Blood Therapeutics, Inc. Amended and Restated 2015 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including Consultants) of Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Administrator” means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights.

“Award Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan.

“Board” means the Board of Directors of the Company.

“Cash-Based Award” means an Award entitling the recipient to receive a cash-denominated payment.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Consultant” means any natural person that provides bona fide services to the Company, and such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

“Covered Employee” means an employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.

“Dividend Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee.

“Effective Date” means the date on which the Plan becomes effective as set forth in Section 21.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that if the Stock is admitted to quotation on the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange or another national securities exchange, the determination shall be made by reference to the closing price of the Stock as quoted on the applicable exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price; provided further, however, that if the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering.

“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Initial Public Offering” means the consummation of the first underwritten, firm commitment public offering pursuant to an effective registration statement under the Act covering the offer and sale by the Company of its equity securities, or such other event as a result of or following which the Stock shall be publicly held.

“Non-Employee Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.

“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

“Performance-Based Award” means any Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award granted to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations promulgated thereunder.

 

2

“Performance Criteria” means the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator, including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish Performance Goals are limited to the following: achievement of specified research and development, publication, clinical and/or regulatory milestones, total shareholder return, earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of the Stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of Stock, sales or market shares and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.

“Performance Cycle” means one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment of a Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award, the vesting and/or payment of which is subject to the attainment of one or more Performance Goals. Each such period shall not be less than 12 months.

“Performance Goals” means, for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance Cycle based upon the Performance Criteria.

“Performance Share Award” means an Award entitling the recipient to acquire shares of Stock upon the attainment of specified performance goals.

“Restricted Shares” means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right of repurchase.

“Restricted Stock Award” means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Restricted Stock Units” means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Sale Event” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the

 

3

sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

“Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event.

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Stock” means the Common Stock, par value $0.001 per share, of the Company, subject to adjustments pursuant to Section 3.

“Stock Appreciation Right” means an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.

“Unrestricted Stock Award” means an Award of shares of Stock free of any restrictions.

 

SECTION 2.

ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS

(a) Administration of Plan. The Plan shall be administered by the Administrator.

(b) Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

(i) to select the individuals to whom Awards may from time to time be granted;

(ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;

(iii) to determine the number of shares of Stock to be covered by any Award;

 

4

(iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;

(v) to accelerate at any time the exercisability or vesting of all or any portion of any Award; provided, that the Administrator generally shall not exercise such discretion to accelerate Awards subject to Sections 7 and 8 except in the event of the grantee’s death, disability or retirement, or a change in control of the Company (including a Sale Event);

(vi) subject to the provisions of Section 5(c), to extend at any time the period in which Stock Options may be exercised; and

(vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.

(c) Delegation of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to the Chief Executive Officer of the Company or a committee comprised of the Chief Executive Officer of the Company and one or more other officer of the Company all or part of the Administrator’s authority and duties with respect to the granting of Awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. Any such delegation by the Administrator shall include a limitation as to the amount of Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.

(d) Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates.

(e) Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s certificate of incorporation or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

 

5

(f) Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

 

SECTION 3.

STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

(a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 1,430,000 shares (the “Initial Limit”), subject to adjustment as provided in Section 3(c), plus on January 1, 2016 and each January 1 thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by four percent (4%) of the number of shares of Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Stock as determined by the Administrator (the “Annual Increase”). Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be issued in the form of Incentive Stock Options shall not exceed the Initial Limit cumulatively increased on January 1, 2016 and on each January 1 thereafter by the lesser of the Annual Increase for such year or 2,857,000 shares of Stock, subject in all cases to adjustment as provided in Section 3(c). The shares of Stock underlying any Awards under the Plan and under the Company’s 2012 Stock Option and Grant Plan, as amended, that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that Stock Options or Stock Appreciation Rights with respect to no more than 1,750,000 shares of Stock may be granted to any one individual grantee during any one calendar year period. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

 

6

(b) [Reserved].

(c) Changes in Stock. Subject to Section 3(d) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued in the form of Incentive Stock Options, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any one individual grantee and the maximum number of shares that may be granted under a Performance-Based Award, (iii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (v) the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.

(d) Mergers and Other Transactions. Except as the Administrator may otherwise specify with respect to particular Awards in the applicable Award Certificate, in the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, the Plan and all outstanding Awards hereunder will terminate upon the effective time of the Sale Event. Notwithstanding the foregoing, the Administrator may, in its discretion or to the extent provided in the relevant Award Certificate, cause certain Awards to become vested and/or exercisable immediately prior to such Sale Event. In the event of such termination, (i) the Company shall have the right, but not the obligation, to make or provide for a cash payment to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable after taking into account any acceleration thereunder at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights; or (ii)

 

7

each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee, including those that will become exercisable upon the consummation of the Sale Event (provided that such exercise shall be subject to the consummation of the Sale Event). The Company shall also have the right, but not the obligation, to make or provide a cash payment to the grantees holding other Awards, in exchange for cancellation thereof an amount equal to the Sale Price multiplied by the number of shares subject to such Awards, to be paid at the time of the Sale Event or upon the later vesting of such Awards.

Notwithstanding anything to the contrary herein, in the event a grantee’s service relationship is terminated by the Company or any successor without Cause within one year following the consummation of a Sale Event, any Awards assumed or substituted in a Sale Event which are subject to vesting conditions, the lapse or achievement of any conditions and/or a right of repurchase in favor of the Company or a successor entity, shall accelerate in full, and any Awards accelerated in such manner with conditions and restrictions relating to the attainment of performance goals will be deemed achieved at one hundred percent (100%) of target levels. As used in this subsection (d) only, “Cause” shall mean dismissal as a result of (i) any material breach by the grantee of any agreement between the grantee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the grantee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the grantee of the grantee’s duties to the Company.

 

SECTION 4.

ELIGIBILITY

Grantees under the Plan will be such full or part-time officers and other employees, Non-Employee Directors and other key persons (including Consultants) of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion.

 

SECTION 5.

STOCK OPTIONS

(a) Award of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve.

Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.

Stock Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator may establish.

 

8

(b) Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Administrator at the time of grant but shall not be less than one hundred percent (100%) of the Fair Market Value on the date of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value on the grant date.

(c) Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the date of grant.

(d) Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.

(e) Method of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods except to the extent otherwise provided in the Option Award Certificate:

(i) In cash, by certified or bank check or other instrument acceptable to the Administrator;

(ii) Through the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of shares of Stock that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;

(iii) By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or

(iv) With respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price.

Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements

 

9

contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system.

(f) Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.

 

SECTION 6.

STOCK APPRECIATION RIGHTS

(a) Award of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.

(b) Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value of the Stock on the date of grant.

(c) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted pursuant to Section 5 of the Plan.

(d) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Administrator. The term of a Stock Appreciation Right may not exceed ten years.

 

SECTION 7.

RESTRICTED STOCK AWARDS

(a) Nature of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.

 

10

(b) Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that if the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any dividends paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the performance goals are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.

(c) Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, if a grantee’s employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of Restricted Shares that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.

(d) Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.”

 

SECTION 8.

RESTRICTED STOCK UNITS

(a) Nature of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award of stock units that may be settled in shares of Stock upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Except in the case of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock. Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A.

 

11

(b) Election to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.

(c) Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock units underlying his Restricted Stock Units, subject to the provisions of Section 13 and such terms and conditions as the Administrator may determine.

(d) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

 

SECTION 9.

UNRESTRICTED STOCK AWARDS

Grant or Sale of Unrestricted Stock. The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of Stock free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

 

SECTION 10.

CASH-BASED AWARDS

Grant of Cash-Based Awards. The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon the attainment of specified Performance Goals. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash.

 

12

SECTION 11.

PERFORMANCE SHARE AWARDS

(a) Nature of Performance Share Awards. The Administrator may grant Performance Share Awards under the Plan. A Performance Share Award is an Award entitling the grantee to receive shares of Stock upon the attainment of performance goals. The Administrator shall determine whether and to whom Performance Share Awards shall be granted, the performance goals, the periods during which performance is to be measured, which may not be less than one year except in the case of a Sale Event, and such other limitations and conditions as the Administrator shall determine.

(b) Rights as a Stockholder. A grantee receiving a Performance Share Award shall have the rights of a stockholder only as to shares of Stock actually received by the grantee under the Plan and not with respect to shares subject to the Award but not actually received by the grantee. A grantee shall be entitled to receive shares of Stock under a Performance Share Award only upon satisfaction of all conditions specified in the Performance Share Award Certificate (or in a performance plan adopted by the Administrator).

(c) Termination. Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in all Performance Share Awards shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

 

SECTION 12.

PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES

(a) Performance-Based Awards. The Administrator may grant one or more Performance-Based Awards in the form of a Restricted Stock Award, Restricted Stock Units, Performance Share Awards or Cash-Based Award payable upon the attainment of Performance Goals that are established by the Administrator and relate to one or more of the Performance Criteria, in each case on a specified date or dates or over any period or periods determined by the Administrator. The Administrator shall define in an objective fashion the manner of calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, or an individual. The Administrator, in its discretion, may adjust or modify the calculation of Performance Goals for such Performance Cycle in order to prevent the dilution or enlargement of the rights of an individual (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development, (ii) in recognition of , or in anticipation of, any other unusual or nonrecurring events affecting the Company or the financial statements of the Company or (iii) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles or business conditions; provided, however, that the Administrator may not exercise such discretion in a manner that would increase the Performance-Based Award granted to a Covered Employee. Each Performance-Based Award shall comply with the provisions set forth below.

 

13

(b) Grant of Performance-Based Awards. With respect to each Performance-Based Award granted to a Covered Employee (or any other eligible individual that the Administrator determines is reasonably likely to become a Covered Employee), the Administrator shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable performance targets. The Performance Criteria established by the Administrator may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards to different Covered Employees.

(c) Payment of Performance-Based Awards. Following the completion of a Performance Cycle, the Administrator shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle. The Administrator shall then determine the actual size of each Covered Employee’s Performance-Based Award, and, in doing so, may reduce or eliminate the amount of the Performance-Based Award for a Covered Employee if, in its sole judgment, such reduction or elimination is appropriate.

(d) Maximum Award Payable. The maximum Performance-Based Award payable to any one Covered Employee under the Plan for a Performance Cycle is 1,750,000 shares of Stock (subject to adjustment as provided in Section 3(c) hereof) or $2,000,000 in the case of a Performance-Based Award that is a Cash-Based Award.

 

SECTION 13.

DIVIDEND EQUIVALENT RIGHTS

(a) Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units, a Restricted Stock Award with performance vesting or a Performance Share Award shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award.

 

14

(b) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights or equivalent interest granted as a component of any award of Restricted Stock Units, Restricted Stock Award or Performance Share Award that has not yet vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

 

SECTION 14.

TRANSFERABILITY OF AWARDS

(a) Transferability. Except as provided in Section 14(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.

(b) Administrator Action. Notwithstanding Section 14(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non-Qualified Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.

(c) Family Member. For purposes of Section 14(b), “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than fifty percent (50%) of the voting interests.

(d) Designation of Beneficiary. To the extent permitted by the Administrator, each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.

 

15

SECTION 15.

TAX WITHHOLDING

(a) Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee.

(b) Payment in Stock. Subject to approval by the Administrator, a grantee may elect to have the Company’s minimum required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock includible in income of the Participants.

 

SECTION 16.

SECTION 409A AWARDS

To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.

 

SECTION 17.

TERMINATION OF EMPLOYMENT, TRANSFER, LEAVE OF ABSENCE, ETC.

(a) Termination of Employment. If the grantee’s employer ceases to be a Subsidiary, the grantee shall be deemed to have terminated employment for purposes of the Plan.

(b) For purposes of the Plan, the following events shall not be deemed a termination of employment:

(i) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or

 

16

(ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.

 

SECTION 18.

AMENDMENTS AND TERMINATION

The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in Section 3(c) or 3(d), without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash. To the extent required under the rules of any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 18 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(c) or 3(d).

 

SECTION 19.

STATUS OF PLAN

With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.

 

SECTION 20.

GENERAL PROVISIONS

(a) No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.

(b) Delivery of Stock Certificates. Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book

 

17

entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed, quoted or traded. All Stock certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.

(c) Stockholder Rights. Until Stock is deemed delivered in accordance with Section 20(b), no right to vote or receive dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an Award.

(d) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.

(e) Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

(f) Clawback Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.

 

SECTION 21.

EFFECTIVE DATE OF PLAN

This Plan shall become effective immediately prior to the Company’s Initial Public Offering, following stockholder approval of the Plan in accordance with applicable state law, the Company’s bylaws and certificate of incorporation, and applicable stock exchange rules or pursuant to written consent. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board.

 

18

SECTION 22.

GOVERNING LAW

This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles.

Approved by the Board of Directors: July 23, 2015

Approved by the Stockholders: July 27, 2015

Amended: January 9, 2020

 

19

INCENTIVE STOCK OPTION AGREEMENT

UNDER THE GLOBAL BLOOD THERAPEUTICS, INC.

2015 STOCK OPTION AND INCENTIVE PLAN

 

Name of Optionee:

   

 

   

No. of Option Shares:

   

 

      

Option Exercise Price per Share:

   

$                                                                      1

      

Grant Date:

   

 

      

Vesting Commencement Date:

   

2

 		      

Expiration Date:

   

 

      

Pursuant to the Global Blood Therapeutics, Inc. 2015 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

SECTION 23. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable as follows: ____________________________________________, so long as Optionee remains an employee or other service provider (including a consultant) of the Company or a Subsidiary on such dates.3 Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

SECTION 24. Manner of Exercise.

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

 

1 

Note to Form: FMV on Grant Date (110% of FMV if a 10% owner)

2 

Note to Form: Up to 10 years (5 if a 10% owner)

3 

Note to Form: Maximum of $100,000 per year to qualify as an incentive stock option.

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.

(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

 

2

SECTION 25. Termination of Employment or Service Relationship. If the Optionee’s employment by or other service relationship with the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

(a) Termination Due to Death. If the Optionee’s employment or other service relationship terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier.

(b) Termination Due to Disability. If the Optionee’s employment or other service relationship terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such termination of employment, may thereafter be exercised by the Optionee for a period of 12 months from the date of disability or until the Expiration Date, if earlier.

(c) Termination for Cause. If the Optionee’s employment or other service relationship terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company.

(d) Other Termination. If the Optionee’s employment or other service relationship terminates for any reason other than the Optionee’s death, the Optionee’s disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of six months from the date of termination or until the Expiration Date, if earlier.

Any portion of this Stock Option that is not exercisable on the date of termination shall terminate and be of no further force or effect on the date that is three months following the date of termination, or the Expiration Date if earlier; provided that if the Administrator determines to accelerate the exercisability of any such portion of the Stock Option during such period, such Stock Option shall remain exercisable for the applicable period set forth in this Section 3. The Administrator’s determination of the reason for termination of the Optionee’s employment or other service relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees.

SECTION 26. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

 

3

SECTION 27. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

SECTION 28. Status of the Stock Option. This Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this Stock Option qualifies as such. The Optionee should consult with his or her own tax advisors regarding the tax effects of this Stock Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. To the extent any portion of this Stock Option does not so qualify as an “incentive stock option,” such portion shall be deemed to be a non-qualified stock option. If the Optionee intends to dispose or does dispose (whether by sale, gift, transfer or otherwise) of any Option Shares within the one-year period beginning on the date after the transfer of such shares to him or her, or within the two-year period beginning on the day after the grant of this Stock Option, he or she will so notify the Company within 30 days after such disposition.

SECTION 29. Tax Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.

SECTION 30. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Optionee at any time.

SECTION 31. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

SECTION 32. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant

 

4

Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

SECTION 33. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

 

GLOBAL BLOOD THERAPEUTICS, INC.
By:  

 

  Name:
  Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.

 

Dated:                                                                                           

      

 

      Optionee’s Signature
      Optionee’s name and address:
     

 

     

 

     

 

 

5

NON-QUALIFIED STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES

UNDER GLOBAL BLOOD THERAPEUTICS, INC.

2015 STOCK OPTION AND INCENTIVE PLAN

 

Name of Optionee:   

 

   
No. of Option Shares:   

 

      
Option Exercise Price per Share:   

$                                                                      4

      
Grant Date:   

 

      
Vesting Commencement Date:   

 

      
Expiration Date:   

5

 		      

Pursuant to the Global Blood Therapeutics, Inc. 2015 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

SECTION 34. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable as follows: ____________________________________________, so long as Optionee remains an employee or other service provider (including a consultant) of the Company or a Subsidiary on such dates. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

SECTION 35. Manner of Exercise.

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

 

4 

Note to Form: FMV on Grant Date

5 

Note to Form: No more than 10 years

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.

(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.

 

2

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

SECTION 36. Termination of Employment or Service Relationship. If the Optionee’s employment by or other service relationship with the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

(a) Termination Due to Death. If the Optionee’s employment or other service relationship terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier.

(b) Termination Due to Disability. If the Optionee’s employment or other service relationship terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such termination of employment, may thereafter be exercised by the Optionee for a period of 12 months from the date of disability or until the Expiration Date, if earlier.

(c) Termination for Cause. If the Optionee’s employment or other service relationship terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company.

(d) Other Termination. If the Optionee’s employment or other service relationship terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of six months from the date of termination or until the Expiration Date, if earlier.

Any portion of this Stock Option that is not exercisable on the date of termination shall terminate and be of no further force or effect on the date that is three months following the date of termination, or the Expiration Date if earlier; provided that if the Administrator determines to accelerate the exercisability of any such portion of the Stock Option during such period, such Stock Option shall remain exercisable for the applicable period set forth in this Section 3. The Administrator’s determination of the reason for termination of the Optionee’s employment or other service relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees.

 

3

SECTION 37. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

SECTION 38. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

SECTION 39. Tax Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.

SECTION 40. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Optionee at any time.

SECTION 41. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

SECTION 42. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

 

4

SECTION 43. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

 

GLOBAL BLOOD THERAPEUTICS, INC.
By:  

 

  Name:
  Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.

 

Dated:                                                                         

 

      Optionee’s Signature
      Optionee’s name and address:
     

 

     

 

     

 

 

 

 

5

NON-QUALIFIED STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER GLOBAL BLOOD THERAPEUTICS, INC.

2015 STOCK OPTION AND INCENTIVE PLAN

 

Name of Optionee:   

 

   
No. of Option Shares:   

 

     
Option Exercise Price per Share:   

$                                             

  6    
Grant Date:   

 

     
Vesting Commencement Date:   

 

     
Expiration Date:   

                                                 

   7    

Pursuant to the Global Blood Therapeutics, Inc. 2015 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable as follows: 1/12th on each month following the grant date on the same day of the month as the grant date (and if there is no corresponding day, on the last day of the applicable month) for 11 months and the remaining 1/12th on the earlier of (i) the one-year anniversary of the grant date or (ii) the Company’s next annual meeting of stockholders, so long as the Optionee remains in service as a member of the Board on such dates. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

2. Manner of Exercise.

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

 

6 

Note to Form: FMV on Grant Date

7 

Note to Form: No more than 10 years

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.

(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.

 

2

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

2. Termination as Director. If the Optionee ceases to be a Director of the Company, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

(a) Termination Due to Death. If the Optionee’s service as a Director terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier.

(b) Other Termination. If the Optionee ceases to be a Director for any reason other than the Optionee’s death, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to be a Director, for a period of six months from the date the Optionee ceased to be a Director or until the Expiration Date, if earlier.

Any portion of this Stock Option that is not exercisable on the date of termination shall terminate and be of no further force or effect on the date that is three months following the date of termination, or the Expiration Date if earlier; provided that if the Administrator determines to accelerate the exercisability of any such portion of the Stock Option during such period, such Stock Option shall remain exercisable for the applicable period set forth in this Section 3.

3. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

4. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

5. No Obligation to Continue as a Director. Neither the Plan nor this Stock Option confers upon the Optionee any rights with respect to continuance as a Director.

6. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

 

3

7. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

8. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

 

GLOBAL BLOOD THERAPEUTICS, INC.
By:  

 

  Name:
  Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

 

4

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR COMPANY EMPLOYEES

UNDER GLOBAL BLOOD THERAPEUTICS, INC.

2015 STOCK OPTION AND INCENTIVE PLAN

 

Name of Grantee:

  

 

  

No. of Restricted Stock Units:

  

 

    

Grant Date:

  

 

    

Vesting Commencement Date:

  

 

    

Pursuant to the Global Blood Therapeutics, Inc. 2015 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company.

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse as follows: ________________________ (each such date, a “Vesting Date”), so long as the Grantee remains an employee or other service provider (including a consultant) of the Company or a Subsidiary on such Dates. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

3. Termination of Employment or Service Relationship. If the Grantee’s employment by or other service relationship with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited unless the Administrator otherwise determines, in its sole discretion, within three months following the date of termination, to accelerate all or any portion of such unvested Restricted Stock Units, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company may, in its sole discretion, satisfy all or any portion of such withholding obligations relating to this Award by any of the means or by a combination of such means described in this Paragraph 6, subject to the other terms set forth herein. Provided that the Grantee makes an advance election, in accordance with procedures established by the Company (including its applicable insider trading policies), prior to the date upon which any portion of the Award vests to satisfy withholding obligations, as to which means or combination of means permitted hereunder Grantee elects, the Company shall allow the Grantee to irrevocably elect any of the following means or a combination of such means to satisfy such withholding obligations through, as applicable, a mandatory arrangement at a brokerage firm designated by the Company that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”): (i) withholding from a “same day sale” commitment with the FINRA Dealer whereby the Grantee irrevocably elects to sell a portion of the shares of Stock to be delivered in connection with the settlement of this Award to satisfy such withholding obligation and the Grantee also elects to sell the remaining shares of Stock, and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligation directly to the Company and to forward the remaining cash proceeds to the Grantee; (ii) causing the Grantee to tender a cash payment; (iii) permitting the Grantee to enter into a “same day sale to cover commitment” with the FINRA Dealer whereby the Grantee irrevocably elects to sell a portion of the shares of Stock to be delivered in connection with the settlement of this Award to satisfy such withholding obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligation directly to the Company; or (iv) if authorized or required by the Compensation Committee of the Board, by withholding a number of shares of Stock with an aggregate Fair Market Value equal to such minimum tax withholding obligation. If the Grantee fails to make an election in advance as required by the Company’s procedures, or if the Company’s insider trading compliance officer determines that the Company’s insider trading policies and procedures would prohibit or prevent the Grantee from making any such election, the Grantee shall be deemed to have elected the “same day sale to cover commitment” method under clause (iii) of this Paragraph 6 to satisfy Grantee’s withholding obligations.

7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

 

2

9. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

10. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

 

3

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

 

GLOBAL BLOOD THERAPEUTICS, INC.
By:  

 

  Name:
  Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

 

Dated:      
 

 

    

 

Grantee’s Signature

      Grantee’s name and address:
     

 

     

 

     

 

 

4

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER GLOBAL BLOOD THERAPEUTICS, INC.

2015 STOCK OPTION AND INCENTIVE PLAN

 

Name of Grantee:

  

 

  

No. of Restricted Stock Units:

  

 

    

Grant Date:

  

 

    

Vesting Commencement Date:

  

 

    

Pursuant to the Global Blood Therapeutics, Inc. 2015 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company.

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse as follows: 100% on the earlier of (i) the one-year anniversary of the grant date or (ii) the Company’s next annual meeting of stockholders (each such date, a “Vesting Date”), so long as the Grantee remains in service as a member of the Board on such Dates. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

3. Termination of Service. If the Grantee’s service as a member of the Board terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, unless the Administrator otherwise determines, in its sole discretion, within three months following the date of termination, to accelerate all or any portion of such unvested Restricted Stock Units, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

7. No Obligation to Continue as a Director. Neither the Plan nor this Award confers upon the Grantee any rights with respect to continuance as a Director and neither the Plan nor this Award shall interfere in any way with the right of the Company to terminate the service of the Grantee as a Director at any time.

8. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

9. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

 

2

10. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

 

GLOBAL BLOOD THERAPEUTICS, INC.
By:  

 

  Name:
  Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

 

Dated:      
 

 

    

 

Grantee’s Signature

      Grantee’s name and address:
     

 

     

 

     

 

 

3

EX-10.7 3 d63231dex107.htm EX-10.7 EX-10.7

Exhibit 10.7

GLOBAL BLOOD THERAPEUTICS, INC.

AMENDED AND RESTATED CASH INCENTIVE BONUS PLAN

 

1.

Purpose

This Amended and Restated Cash Incentive Bonus Plan (the “Plan”) is intended to provide an annual incentive for superior work and to help motivate eligible employees of Global Blood Therapeutics, Inc. (the “Company”) toward even higher achievement and business results, to further tie their goals and interests to those of the Company and its stockholders and to help enable the Company to attract and retain highly qualified employees. This Plan is intended to cover (i) eligible employees of the Company and (ii) eligible employees of the Company’s wholly owned subsidiary Global Blood Therapeutics GmbH registered in Switzerland. For purposes of this Plan, the term “Company” is used herein to refer to either Global Blood Therapeutics, Inc. or Global Blood Therapeutics GmbH.

 

2.

Participants

Except as provided in the remainder of this paragraph, each full-time and part-time employee of the Company who is employed for more than 30 hours a week and employed on the last day of the applicable Plan Year (except as specifically provided in Section 7) whose employment start date is before October 1st of the applicable Plan Year may participate in the Plan (each, a “Participant”). Temporary employees are not eligible to participate in the Plan, and sales employees who are eligible to participate in sales incentive compensation plans of the Company are not eligible to participate in the Plan.

 

3.

Plan Year

The “Plan Year” is the calendar year.

 

4.

Target Bonus Percentages

“Target Bonus Percentage” levels are the percentages of base salary that are generally expected to apply for bonuses under the Plan for any Plan Year at the position levels below. Target Bonus Percentage levels may vary from Plan Year to Plan Year and between positions. However, as a general guideline, the Target Bonus Percentage levels, which will typically be assigned to various categories of employees (and vary depending on responsibility level within each category), are as follows:

 

Position Level

    Bonus Target     Weighting %
(Corp./ Indiv.)		  

CEO

      70 %      100 / 0  

EVP/C-Suite

      50 %      80 / 20  

SVP (Section 16 or SMT)

      45 %      80 / 20  

SVP

      40 %      60 / 40  

VP

      35 %      60 / 40  

Executive Director

      32 %      50 / 50  

Senior Director / Sr. Principal Scientist

      28 %      50 / 50  

Director / Principal Scientist

      23 %      40 / 60  

Associate Director / Staff Scientist

      20 %      25 / 75  

Sr. Manager / Sr. Scientist

      18 %      25 / 75  

Manager / Scientist 2

      15 %      25 / 75  

Associate Scientist / Scientist 1

      12 %      25 / 75  

Analyst / Executive Assistant / Sr. Research Associate / Patient Navigator

      12 %      25 / 75  

Sr. Administrative Assistant / Research Associate / Coordinator

      10 %      25 / 75  

Support

      10 %      25 / 75  

If a Participant moves to a higher Target Bonus Percentage level during the Plan Year, that Participant’s Target Bonus Percentage will be reset at the higher level for the entire Plan Year. If a Participant moves to a lower Target Bonus Percentage level during the Plan Year, that Participant’s Target Bonus Percentage will be reset at the lower level for the entire Plan Year. Target Bonus Percentage levels may be determined by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), in its sole discretion.

 

5.

Administration

The Plan will be administered by the Compensation Committee, in its sole discretion, or, to the extent delegated by the Compensation Committee, a committee consisting of the Company’s Chief Executive Officer and at least one other executive officer of the Company for Participants except (i) those at or above the level of Vice President who report directly to the Company’s Chief Executive Officer or (ii) any “officers” as defined in Section 16 of the Securities Exchange Act of 1934, as amended, and Rule 16a-1 promulgated thereunder.

 

6.

Bonus Determinations

(a) Corporate Performance Goals. A Participant may receive a bonus payment under the Plan based upon the attainment of one or more performance objectives that are established by the Compensation Committee and relate to financial and operational metrics with respect to the Company or any of its subsidiaries (the “Corporate Performance Goals”).

(b) Calculation of Corporate Performance Goals. Corporate Performance Goals will be calculated in accordance with the Company’s financial statements, generally accepted accounting principles, or under a methodology established by the Compensation Committee at the beginning of the Plan Year and that is consistently applied with respect to a Corporate Performance Goal in the relevant Plan Year.

(c) Target; Minimum; Maximum. Each Corporate Performance Goal shall have a “target” (100% attainment of the Corporate Performance Goal) and may also have a “minimum” hurdle and/or a “maximum” amount.

(d) Bonus Requirements. Except as otherwise set forth in this Section 6(d): (i) any bonuses paid to Participants under the Plan shall be based upon (A) objectively determinable

 

2

bonus formulas that tie such bonuses to one or more performance targets relating to the Corporate Performance Goals and/or (B) the Participant’s contribution to the Company’s success and his/her success in achieving his/her individual objectives for the Plan Year, (ii) bonus formulas for Participants shall be adopted for each Plan Year by the Compensation Committee (or its delegate, as applicable) and communicated to each Participant at the beginning of each Plan Year and (iii) no bonuses shall be paid to Participants unless and until the Compensation Committee (or its delegate, as applicable) makes a determination with respect to the attainment of the performance targets relating to the Corporate Performance Goals and/or individual objectives. If an employee who becomes a Participant during a Plan Year was not employed for the entire Plan Year, the Compensation Committee (or its delegate, if applicable) may prorate the bonus based on the number of days employed during the Plan Year. In addition, a Participant who is on a leave of absence during the Plan Year may be eligible for a prorated bonus amount provided that he or she has been actively employed by the Company during the Plan Year, has attained the applicable Corporate Performance Goals and/or individual objectives, as determined by the Compensation Committee, and is an active employee of the Company when bonuses are paid (except as specifically provided in Section 7). Notwithstanding the foregoing, the Compensation Committee may adjust bonuses payable under the Plan in its sole discretion.

(e) Individual Target Bonuses. The Compensation Committee (or its delegate, as applicable) shall establish a target bonus opportunity for each Participant for each Plan Year. For each Participant, the Compensation Committee (or its delegate, as applicable) shall have the authority to apportion the target award so that a portion of the target award shall be tied to attainment of Corporate Performance Goals and a portion of the target award shall be tied to attainment of individual performance objectives, in accordance with Section 4 above.

 

7.

Termination of Employment; Death; Disability

No bonus will be paid to any employee whose employment is terminated prior to the date the bonus is actually paid by the Company, except if such termination is due to death or disability (as determined by Compensation Committee (or its delegate, as applicable)), unless otherwise specifically agreed by the Compensation Committee (or its delegate, as applicable).

If the Participant’s employment with the Company terminates by reason of the Participant’s disability or death during the Plan Year, the Participant or the Participant’s legal representative, as applicable, will be paid a bonus in cash (if and to the extent earned) based upon actual base salary of the Participant from the beginning of the Plan Year through the date of disability, or death, as applicable. Any such bonus will be paid at the same time at which all other Participants receive their bonuses for the Plan Year, but in no event later than 2 1⁄2 months following the end of the Plan Year in which the death or disability, as applicable, occurs.

 

8.

Payment of Awards

Awards for any Plan Year will be paid in cash to a Participant or the Participant’s legal representative, as applicable, no later than 2 1⁄2 months following the end of applicable Plan Year. Benefits under the Plan are not transferable, and the Plan is unfunded.

 

3

9.

Withholding of Taxes

Bonuses will be subject to income tax, if applicable, and employment tax withholding and contributions as required by applicable law.

 

10.

Plan Amendments and Termination.

The Plan may be revised, modified, or terminated at any time in the sole discretion of the Compensation Committee or the Board.

Adopted: January 6, 2016

Amended and restated: January 7, 2020

Amended and restated: November 30, 2020, effective as of January 1, 2021

 

4

EX-10.8 4 d63231dex108.htm EX-10.8 EX-10.8

Exhibit 10.8

GLOBAL BLOOD THERAPEUTICS, INC.

AMENDED AND RESTATED 2017 INDUCEMENT EQUITY PLAN

 

SECTION 1.

GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Global Blood Therapeutics, Inc. Amended and Restated 2017 Inducement Equity Plan (the “Plan”). The purpose of the Plan is to enable Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), and its Subsidiaries to grant equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the Company or its Subsidiaries to accept employment and to provide them with a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company. The Company intends that the Plan be reserved for persons to whom the Company may issue securities without stockholder approval as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc.

The following terms shall be defined as set forth below:

“Administrator” means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards and Dividend Equivalent Rights.

“Award Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Dividend Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee.

“Effective Date” means the date on which the Plan is approved by the Board as set forth in Section 18.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that if the Stock is admitted to quotation on the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange or another national securities exchange, the determination shall be made by reference to the closing price of the Stock as quoted on the applicable exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price.

“Non-Employee Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

“Restricted Shares” means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right of repurchase.

“Restricted Stock Award” means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Restricted Stock Units” means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Sale Event” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

“Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event.

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Stock” means the Common Stock, par value $0.001 per share, of the Company, subject to adjustments pursuant to Section 3.

 

2

“Stock Appreciation Right” means an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.

“Unrestricted Stock Award” means an Award of shares of Stock free of any restrictions.

 

SECTION 2.

ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS

(a) Administration of Plan. The Plan shall be administered by the Administrator.

(b) Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

(i) to select the individuals to whom Awards may from time to time be granted;

(ii) to determine the time or times of grant, and the extent, if any, of Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;

(iii) to determine the number of shares of Stock to be covered by any Award;

(iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;

(v) to accelerate at any time the exercisability or vesting of all or any portion of any Award;

(vi) subject to the provisions of Section 5(c), to extend at any time the period in which Stock Options may be exercised; and

(vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.

 

3

(c) Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates.

(d) Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s certificate of incorporation or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

(e) Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitation contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

 

SECTION 3.

STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

(a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 4,400,000 shares, subject to adjustment as provided in Section 3(c). For purposes of this limitation, the shares of Stock underlying any Awards under the Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise or settlement) shall be added back to the shares of Stock available for issuance under the Plan. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitation, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

 

4

(b) [Reserved].

(c) Changes in Stock. Subject to Section 3(d) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (iv) the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.

(d) Mergers and Other Transactions. Except as the Administrator may otherwise specify with respect to particular Awards in the applicable Award Certificate, in the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, the Plan and all outstanding Awards hereunder will terminate upon the effective time of the Sale Event. Notwithstanding the foregoing, the Administrator may, in its discretion or to the extent provided in the relevant Award Certificate, cause certain Awards to become vested and/or exercisable immediately prior to such Sale Event. In the event of such termination, (i) the Company shall have the right, but not the obligation, to make or provide for a cash payment to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable after taking into account any acceleration thereunder at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights; or (ii) each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee, including those that

 

5

will become exercisable upon the consummation of the Sale Event (provided that such exercise shall be subject to the consummation of the Sale Event). The Company shall also have the right, but not the obligation, to make or provide a cash payment to the grantees holding other Awards, in exchange for cancellation thereof an amount equal to the Sale Price multiplied by the number of shares subject to such Awards, to be paid at the time of the Sale Event or upon the later vesting of such Awards.

Notwithstanding anything to the contrary herein, in the event a grantee’s service relationship is terminated by the Company or any successor without Cause within one year following the consummation of a Sale Event, any Awards assumed or substituted in a Sale Event which are subject to vesting conditions, the lapse or achievement of any conditions and/or a right of repurchase in favor of the Company or a successor entity, shall accelerate in full, and any Awards accelerated in such manner with conditions and restrictions relating to the attainment of performance goals will be deemed achieved at one hundred percent (100%) of target levels. As used in this subsection (d) only, “Cause” shall mean dismissal as a result of (i) any material breach by the grantee of any agreement between the grantee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the grantee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the grantee of the grantee’s duties to the Company.

 

SECTION 4.

ELIGIBILITY

Grantees under the Plan will be such full or part-time officers and other employees of the Company and its Subsidiaries to whom the Company may issue securities without stockholder approval in accordance with Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc., as selected from time to time by the Administrator in its sole discretion.

 

SECTION 5.

STOCK OPTIONS

(a) Award of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve. All Stock Options granted under the Plan shall be non-qualified stock options.

Stock Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable.

(b) Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Administrator at the time of grant but shall not be less than one hundred percent (100%) of the Fair Market Value on the date of grant.

(c) Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date the Stock Option is granted.

 

6

(d) Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.

(e) Method of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods except to the extent otherwise provided in the Option Award Certificate:

(i) In cash, by certified or bank check or other instrument acceptable to the Administrator;

(ii) Through the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of shares of Stock that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;

(iii) By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or

(iv) By a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price.

Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system.

 

7

SECTION 6. STOCK APPRECIATION RIGHTS

(a) Award of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.

(b) Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value of the Stock on the date of grant.

(c) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted pursuant to Section 5 of the Plan.

(d) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Administrator. The term of a Stock Appreciation Right may not exceed ten years.

 

SECTION 7.

RESTRICTED STOCK AWARDS

(a) Nature of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.

(b) Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that if the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any dividends paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the performance goals are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.

 

8

(c) Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 15 below, in writing after the Award is issued, if a grantee’s employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of Restricted Shares that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.

(d) Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.”

 

SECTION 8.

RESTRICTED STOCK UNITS

(a) Nature of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award of stock units that may be settled in shares of Stock upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Except in the case of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock. Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A.

(b) Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock units underlying his Restricted Stock Units, subject to the provisions of Section 10 and such other terms and conditions as the Administrator may determine.

(c) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 13 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

 

9

SECTION 9. UNRESTRICTED STOCK AWARDS

Grant or Sale of Unrestricted Stock. The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of Stock free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

 

SECTION 10.

DIVIDEND EQUIVALENT RIGHTS

(a) Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units or Restricted Stock Award or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units or a Restricted Stock Award with performance vesting shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award.

(b) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 15 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights or equivalent interest granted as a component of any award of Restricted Stock Units or Restricted Stock Award that has not yet vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

 

SECTION 11.

TRANSFERABILITY OF AWARDS

(a) Transferability. Except as provided in Section 11(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.

 

10

(b) Administrator Action. Notwithstanding Section 11(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee) may transfer his or her Stock Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.

(c) Family Member. For purposes of Section 11(b), “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than fifty percent (50%) of the voting interests.

(d) Designation of Beneficiary. To the extent permitted by the Administrator, each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.

 

SECTION 12.

TAX WITHHOLDING

(a) Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee.

(b) Payment in Stock. Subject to approval by the Administrator, a grantee may elect to have the Company’s minimum required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock includible in income of the Participants. The Administrator may also require Awards to be subject to mandatory share withholding up to the required withholding amount. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock includible in income of the Participants.

 

11

SECTION 13.

SECTION 409A AWARDS

To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.

 

SECTION 14.

TERMINATION OF EMPLOYMENT, TRANSFER, LEAVE OF ABSENCE, ETC.

(a) Termination of Employment. If the grantee’s employer ceases to be a Subsidiary, the grantee shall be deemed to have terminated employment for purposes of the Plan.

(b) For purposes of the Plan, the following events shall not be deemed a termination of employment:

(i) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or

(ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.

 

SECTION 15.

AMENDMENTS AND TERMINATION

The Board may, at any time, amend (including to increase the number of shares of Stock reserved and available for issuance hereunder) or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in Section 3(c) or 3(d), without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash. Nothing in this Section 15 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(c) or 3(d).

 

12

SECTION 16.

STATUS OF PLAN

With respect to the portion of any Award that has not been settled or exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.

 

SECTION 17.

GENERAL PROVISIONS

(a) No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.

(b) Delivery of Stock Certificates. Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed, quoted or traded. All Stock certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.

 

13

(c) Stockholder Rights. Until Stock is deemed delivered in accordance with Section 17(b), no right to vote or receive dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an Award.

(d) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.

(e) Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

(f) Clawback Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.

 

SECTION 18.

EFFECTIVE DATE OF PLAN

This Plan shall become effective immediately upon the effective date as approved by the Board.

 

SECTION 19.

GOVERNING LAW

This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles.

Approved by the Board of Directors: December 1, 2020

Effective Date: January 1, 2021

 

14

NON-QUALIFIED STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES

UNDER GLOBAL BLOOD THERAPEUTICS, inc.

2017 INDUCEMENT EQUITY PLAN

 

Name of Optionee:                                                                                                                     
No. of Option Shares:                                                            
Option Exercise Price per Share:   $                                                       1
Grant Date:                                                            
Vesting Commencement Date:                                                            
Expiration Date:                                                            2 

Pursuant to the Global Blood Therapeutics, Inc. 2017 Inducement Equity Plan as amended through the date hereof (the “Plan”), Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. For the avoidance of doubt, this Stock Option is not issued under the Company’s 2015 Stock Option and Incentive Plan, and does not reduce the share reserve under such equity plan. This Stock Option has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market, Inc. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable as follows: ____________________________________________, so long as Optionee remains an employee or other service provider (including a consultant) of the Company or a Subsidiary on such dates. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

 

1 

Note to Form: FMV on Grant Date

2 

Note to Form: No more than 10 years

2. Manner of Exercise.

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.

 

2

(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

3. Termination of Employment or Service Relationship. If the Optionee’s employment by or other service relationship with the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

(a) Termination Due to Death. If the Optionee’s employment or other service relationship terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier.

(b) Termination Due to Disability. If the Optionee’s employment or other service relationship terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such termination of employment, may thereafter be exercised by the Optionee for a period of 12 months from the date of disability or until the Expiration Date, if earlier.

(c) Termination for Cause. If the Optionee’s employment or other service relationship terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company.

(d) Other Termination. If the Optionee’s employment or other service relationship terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of six months from the date of termination or until the Expiration Date, if earlier.

 

3

Any portion of this Stock Option that is not exercisable on the date of termination shall terminate and be of no further force or effect on the date that is three months following the date of termination, or the Expiration Date if earlier; provided that if the Administrator determines to accelerate the exercisability of any such portion of the Stock Option during such period, such Stock Option shall remain exercisable for the applicable period set forth in this Section 3. The Administrator’s determination of the reason for termination of the Optionee’s employment or other service relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees.

4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

6. Tax Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.

7. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Optionee at any time.

8. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

9. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

 

4

10. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

 

GLOBAL BLOOD THERAPEUTICS, INC.
By:  

 

  Name:
  Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.

 

Dated:                                                                          

    

 

   

Optionee’s Signature

   

Optionee’s name and address:

   

 

   

 

   

 

 

5

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR COMPANY EMPLOYEES

UNDER GLOBAL BLOOD THERAPEUTICS, INC.

2017 INDUCEMENT EQUITY PLAN

 

Name of Grantee:                                                                                                 
No. of Restricted Stock Units:                                                    
Grant Date:                                                    
Vesting Commencement Date:                                                    

Pursuant to the Global Blood Therapeutics, Inc. 2017 Inducement Equity Plan as amended through the date hereof (the “Plan”), Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company. For the avoidance of doubt, the Award is not issued under the Company’s 2015 Stock Option and Incentive Plan, and does not reduce the share reserve under such equity plan. This Award is granted as an “employment inducement award” pursuant to the exemption provided by Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc.

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse as follows: ________________________ (each such date, a “Vesting Date”), so long as the Grantee remains an employee or other service provider (including a consultant) of the Company or a Subsidiary on such Dates. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

3. Termination of Employment or Service Relationship. If the Grantee’s employment by or other service relationship with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited unless the Administrator otherwise determines, in its sole discretion, within three months following the date of termination, to accelerate all or any portion of such unvested Restricted Stock Units, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company may, in its sole discretion, satisfy all or any portion of such withholding obligations relating to this Award by any of the means or by a combination of such means described in this Paragraph 6, subject to the other terms set forth herein. Provided that the Grantee makes an advance election, in accordance with procedures established by the Company (including its applicable insider trading policies), prior to the date upon which any portion of the Award vests to satisfy withholding obligations, as to which means or combination of means permitted hereunder Grantee elects, the Company shall allow the Grantee to irrevocably elect any of the following means or a combination of such means to satisfy such withholding obligations through, as applicable, a mandatory arrangement at a brokerage firm designated by the Company that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”): (i) withholding from a “same day sale” commitment with the FINRA Dealer whereby the Grantee irrevocably elects to sell a portion of the shares of Stock to be delivered in connection with the settlement of this Award to satisfy such withholding obligation and the Grantee also elects to sell the remaining shares of Stock, and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligation directly to the Company and to forward the remaining cash proceeds to the Grantee; (ii) causing the Grantee to tender a cash payment; (iii) permitting the Grantee to enter into a “same day sale to cover commitment” with the FINRA Dealer whereby the Grantee irrevocably elects to sell a portion of the shares of Stock to be delivered in connection with the settlement of this Award to satisfy such withholding obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligation directly to the Company; or (iv) if authorized or required by the Compensation Committee of the Board, by withholding a number of shares of Stock with an aggregate Fair Market Value equal to such minimum tax withholding obligation. If the Grantee fails to make an election in advance as required by the Company’s procedures, or if the Company’s insider trading compliance officer determines that the Company’s insider trading policies and procedures would prohibit or prevent the Grantee from making any such election, the Grantee shall be deemed to have elected the “same day sale to cover commitment” method under clause (iii) of this Paragraph 6 to satisfy Grantee’s withholding obligations.

 

2

7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

9. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

10. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

 

3

GLOBAL BLOOD THERAPEUTICS, INC.
By:  

 

  Name:
  Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

 

Dated:                                                                              

 

    Grantee’s Signature
    Grantee’s name and address:
   

 

   

 

   

 

 

4

EX-10.12 5 d63231dex1012.htm EX-10.12 EX-10.12

Exhibit 10.12

Global Blood Therapeutics, Inc.

Amended and Restated Severance and Change in Control Policy

Adopted on July 23, 2015

(amended and restated on January 6, 2016, July 5, 2017, July 26, 2017,

December 13, 2017, March 13, 2018, July 23, 2019, October 16, 2019, January 7, 2020,

May 26, 2020 and November 30, 2020)

Benefits in Connection with a Sale Event.

In connection with a Sale Event (as defined in the Global Blood Therapeutics, Inc. 2015 Stock Option and Incentive Plan (as may be amended or restated, the “2015 Plan”)), employees of Global Blood Therapeutics, Inc. and its subsidiaries and affiliates (collectively, the “Company”) will be entitled to receive the following benefits in the event of a termination of their employment or other service relationship with the Company (or its successor or acquirer) without Cause (as defined below) or for Good Reason (as defined below) within one (1) year after the closing of the Sale Event (the “Change in Control Period”), subject to each such employee’s execution and non-revocation of a severance agreement within sixty (60) days following the date of such termination, including a general release of claims acceptable to the Company or its successor or acquirer:

 

  •  

Full acceleration of vesting of all outstanding equity-based awards, including stock options and restricted stock units, under the 2015 Plan, the Company’s 2017 Inducement Equity Plan, and such additional equity incentive plans, arrangements and agreements (as each may be further amended or restated) covering employees of the Company as the Company’s Board of Directors may adopt and approve from time to time (collectively, “Awards”), and for the sake of clarity, for any Awards accelerated in such manner that contain conditions and restrictions relating to the attainment of performance goals, such performance goals will be deemed achieved at one hundred percent (100%) of target levels; and

 

  •  

Payment of (a) severance in a lump sum in the amounts set forth below, (b) lump sum target incentive bonus payouts in the amounts set forth below, equal to (i) a percentage, as set forth below, of the employee’s Target Incentive Bonus for the year in which the closing of the Sale Event occurred plus (ii) a prorated incentive bonus payout for the portion of the year in which the closing of the Sale Event occurred, prorated based on employee’s Target Incentive Bonus and the date of termination of their employment or other service relationship with the Company and (c) if the employee was participating in the Company’s group health plan immediately prior to the date of termination of his or her employment and elects COBRA health continuation, payment of a monthly cash payment for the period set forth below or the employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the employee if the employee had remained employed by the Company, including, if applicable, the monthly employer contribution to a health savings account: 1

 

1 

Benefits in the below table are reduced by Statutory Benefits as set forth in the “General Provisions” section below.

 

1

Position

   

Severance (Amount

of Base Salary)

   

Incentive Bonus

   

Benefits

Continuation

Chief Executive Officer    18 months    150% Target Incentive Bonus and prorated Target Incentive Bonus    18 months
Senior Management Team (“SMT”) members    12 months    100% Target Incentive Bonus and prorated Target Incentive Bonus    12 months
Senior Vice Presidents and Vice Presidents (other than SMT members)    9 months    100% Target Incentive Bonus and prorated Target Incentive Bonus    9 months
All Other Employees    6 months    100% Target Incentive Bonus and prorated Target Incentive Bonus    6 months

Benefits Not in Connection with a Sale Event.

Certain designated employees of the Company who execute a participation letter in substantially the form attached hereto as Exhibit A will be entitled to receive the following benefits in the event of a termination of their employment or other service relationship with the Company (or its successor or acquirer) without Cause or for Good Reason outside of the Change in Control Period, subject to each such employee’s execution and non-revocation of a severance agreement within sixty (60) days following the date of such termination, including a general release of claims acceptable to the Company or its successor or acquirer:

 

  •  

Payment of (a) severance in a lump sum in the amounts set forth below, (b) lump sum target incentive bonus payouts in the amounts set forth below, equal to (i) a percentage, as set forth below, of the employee’s Target Incentive Bonus for the year in which such termination of employment or other service relationship occurred plus (ii) a prorated incentive bonus payout for the portion of the year in which such termination of employment or other service relationship occurred, prorated based on employee’s Target Incentive Bonus and the date of termination of their employment or other service relationship with the Company and (c) if the employee was participating in the Company’s group health plan immediately prior to the date of termination of his or her employment and elects COBRA health continuation, payment of a monthly cash payment for the period set forth below or the employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the employee if the employee had remained employed by the Company, including, if applicable, the monthly employer contribution to a health savings account: 2

 

2 

Benefits in the below table are reduced by Statutory Benefits as set forth in the “General Provisions” section below.

 

2

Position

   

Severance (Amount

of Base Salary)

   

Incentive Bonus

   

Benefits

Continuation

Chief Executive Officer    12 months    100% Target Incentive Bonus and prorated Target Incentive Bonus    12 months
SMT members    12 months    N/A    12 months

General Provisions.

For purposes of this Amended and Restated Severance and Change in Control Policy (this “Policy”), SMT members shall include (i) each individual who is then employed by the Company as an executive officer and (ii) such other employees of the Company as may be designated by the Compensation Committee of the Board as SMT members for purposes of this Policy from time to time, which individuals specified in clauses (i) and (ii) shall each continue to be considered SMT members for purposes of general severance and change in control severance benefits so long as they are employed with the Company as SMT members; provided that (a) if any such individual is employed by the Company in any other capacity (other than serving as a SMT member), such individual will be eligible for benefits under this Policy in accordance with their then-applicable level of service as provided above; (b) any individual employed as the Company’s Chief Executive Officer shall be eligible for the general severance and change in control severance benefits applicable to the Chief Executive Officer only so long as such individual is employed with the Company as the Chief Executive Officer (and if at any time such individual remains employed by the Company but is not serving as the Chief Executive Officer, e.g., serving as a non-CEO SMT member, such individual will be eligible for benefits under this Policy in accordance with his or her then-applicable level of service as provided above) and (c) any SMT member shall cease to be considered an SMT member for purposes of this Policy upon the termination of such individual’s employment with the Company (except to the extent such termination triggers such individual’s entitlement to general severance or change in control severance benefits in accordance with this Policy).

The amounts payable pursuant to this Policy shall be paid or commence to be paid within 60 days following the date of termination of employment, provided that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Upon the consummation of a Sale Event, to the extent Section 280G of the Internal Revenue Code is applicable to an employee, such employee shall be entitled to receive either: (a) payment of the full amounts set forth above to which the employee is entitled or (b) payment of such lesser amount that does not trigger excise taxes under Section 280G, whichever results in the employee receiving a higher amount after taking into account all federal, state, and local income, excise and employment taxes.

For purposes of this Policy, “Base Salary” shall mean the greater of (i) the base salary, at the annualized rate, in effect immediately prior to the date of termination or (ii) the base salary, at the annualized rate, in effect immediately prior to the Sale Event, as applicable.

 

3

For purposes of this Policy, “Cause” shall mean (i) the employee’s dishonest statements or acts with respect to the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business, including without limitation, the employee engaging in misappropriation of funds or financial accounting improprieties; (ii) the employee’s commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the employee’s continued non-performance of his or her duties to the Company which has continued for thirty (30) or more days following written notice of such non-performance by the Company; (iv) the employee’s material violation of the Company’s Code of Business Conduct and Ethics or of any of the Company’s other written employment, compliance or other policies as in effect from time to time; (v) the employee’s material violation of any provision of any agreement(s) between the employee and the Company relating to noncompetition, nonsolicitation, confidentiality, nondisclosure and/or assignment of inventions; or (vi) the employee’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

For purposes of this Policy, “Good Reason” shall mean that the employee followed the “Good Reason Process” following the occurrence of (a) a material diminution in the employee’s job responsibilities (provided that a change in the employee’s job title or reporting relationship shall not be deemed a material diminution in the employee’s job responsibilities), (b) a material diminution in the employee’s base salary or (c) the relocation of the employee’s principal place of business to a location that is more than twenty-five (25) miles from the employee’s then-current location of employment. “Good Reason Process” shall mean that (i) the employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the employee notifies the Company (or its successor) in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the employee cooperates in good faith with the Company’s (or its successor’s) efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the employee terminates his employment within 60 days after the end of the Cure Period. If the Company or its successor cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

For purposes of this Policy, “Target Incentive Bonus” shall mean the greater of (i) the target bonus in effect immediately prior to the date of termination or (ii) the target bonus in effect immediately prior to the Sale Event, as applicable.

This Policy shall be administered by the Company, and the Company shall have the power and authority to interpret the terms and provisions of this Policy, to make all determinations it deems advisable for the administration of this Policy, to decide all disputes arising in connection with this Policy and to otherwise supervise administration of this Policy. The Company retains the right to amend, revise, change or end this Policy at any point in the future; provided that this Policy may not be amended or terminated during the period commencing on the date that it enters into a definitive agreement that if consummated, would result in a Sale Event and ending on the earlier of (i) one (1) year after a Sale Event and (ii) the termination of the definitive agreement without the consummation of a Sale Event. This Policy does not change the “at-will” employment status of any employee.

 

4

In the event an employee of the Company is party to an agreement or other arrangement with the Company that provides greater benefits than set forth in this Policy, such employee shall be entitled to receive the payments or benefits under such other agreement or arrangement and shall not be eligible to receive any payments or benefits under this Policy, provided that the definition of Cause set forth herein shall continue to apply to the eligibility to receive such other benefits.

If due to the termination of an employee’s relationship with the Company that would trigger any benefits under this Policy, the employee would also qualify for any statutory benefits under applicable employment legislation (including but not limited to, statutory notice, statutory severance, or similar statutory indemnities related to termination, collectively “Statutory Benefits”) under applicable employment laws, the benefits described under this Policy shall be reduced by such Statutory Benefits.

The payments under this Policy are intended either to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) under the short-term deferral, separation pay, or other applicable exception, or to otherwise comply with Section 409A. This Policy shall be administered in a manner consistent with such intent. For purposes of Section 409A, all payments under this Policy shall be considered separate payments. To the extent that any payment or benefit described in this Policy constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon an employee’s termination of employment, then such payments or benefits shall be payable only upon such employee’s “separation from service” (determined in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h)). Notwithstanding any provision to the contrary, to the extent an employee is considered a specified employee under Section 409A and would be entitled during the six-month period beginning on such employee’s separation from service to a payment that is not otherwise excluded under Section 409A, such payment will not be made until the earlier of (i) the date six months and one day after the employee’s separation from service or (ii) the employee’s death. This Policy may be amended as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder. The Company makes no representation or warranty and shall have no liability to any employee or any other person if any provisions of this Policy are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, such Section.

 

5

EXHIBIT A

PARTICIPATION LETTER

[DATE]

[PARTICIPANT NAME]

[ADDRESS]

Dear [PARTICIPANT]:

The Board of Directors of Global Blood Therapeutics, Inc. (the “Company”) has designated you as eligible for benefits not in connection with a Sale Event (the “Non-Sale Benefits”) as set forth in the Company’s Amended and Restated Severance and Change in Control Policy as may be amended from time to time (the “Policy”). As set forth in the Policy, there are certain eligibility requirements for such Non-Sale Benefits including, but not limited to, your execution of a participation letter as set forth herein.

You agree that to the extent any benefits to which you may be eligible under the Policy are contingent on the termination of your employment or other service relationship by the Company (or a successor or acquirer) without “cause,” such term shall mean Cause as defined in the Policy. For the avoidance of doubt, the Cause definition in the Policy supersedes any other definition of such term which may apply to you.

This letter and the Policy constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede in all respects any and all prior agreements (oral or written) between you and the Company concerning such subject matter. In the event of a conflict between the terms of this letter and the terms of the Policy, the terms of the Policy shall apply.

Congratulations on being selected to be eligible for Non-Sale Benefits under the Policy.

 

GLOBAL BLOOD THERAPEUTICS, INC.
By:  

 

  Name:
  Title:

 

AGREED TO AND ACCEPTED

 

[Participant Name]

 

1

EX-10.16 6 d63231dex1016.htm EX-10.16 EX-10.16

Exhibit 10.16

GLOBAL BLOOD THERAPEUTICS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company. In furtherance of this purpose, effective as of January 1, 2021 (the “Effective Date”), all non-employee directors shall be paid compensation for services provided to the Company as set forth below:

Cash Retainers

Annual Retainer for Board Membership: $45,000 for general availability and participation in meetings and conference calls of our Board of Directors (the “Board”). Additional $25,000 for service as lead independent director or non-executive Chairperson of the Board. No additional compensation for attending individual Board meetings.

Additional Annual Retainers for Committee Membership and Service as Chairperson:

 

Audit Committee Chairperson:

    $ 20,000  

Audit Committee member:

    $ 10,000  

Compensation Committee Chairperson:

    $ 15,000  

Compensation Committee member:

    $ 7,500  

Nominating and Corporate Governance Committee Chairperson:

    $ 10,000  

Nominating and Corporate Governance Committee member:

    $ 5,000  

Commercial Committee Chairperson:

    $ 15,000  

Commercial Committee member:

    $ 7,500  

Research and Development Committee Chairperson:

    $ 15,000  

Research and Development Committee member:

    $ 7,500  

No additional compensation for attending individual committee meetings.

All cash retainers will be paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director. Cash retainers owing to non-employee directors shall be annualized, meaning that with respect to non-employee directors who join the Board during the calendar year, such amounts shall be pro-rated based on the number of calendar days served by such director.

Equity Retainers

All grants of equity retainer awards to non-employee directors pursuant to this Policy will be automatic and nondiscretionary and will be made in accordance with the following provisions:

(a) Value. For purposes of this Policy, “Value” means with respect to (i) any award of stock options the grant date fair value of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under ASC 718; and (ii) any award of restricted stock and restricted stock units the product of (A) the average closing market price on The NASDAQ Global Select Market (or such other market on which the Company’s common stock, par value $0.001 per share (“Common Stock”) is then principally listed) of one share of Common Stock over the trailing 20-trading day period ending on the trading day immediately preceding the grant date, and (B) the aggregate number of shares pursuant to such award.

(b) Revisions. The Compensation Committee of the Board (the “Compensation Committee”) in its discretion may change and otherwise revise the terms of awards to be granted under this Policy, including, without limitation, the number of shares subject thereto, for awards of the same or different type granted on or after the date the Compensation Committee determines to make any such change or revision.

(c) Initial Equity Grants: One-time equity grants to each new non-employee director upon his/her election to the Board after the Effective Date of (i) an option to purchase shares of Common Stock, with a Value of $415,000, an exercise price per share equal to the closing price of a share of Common Stock on the date of grant and a term of ten years, provided that the maximum number of shares of Common Stock subject to each such option shall be 11,200 shares and (ii) a grant of restricted stock units with a Value of $415,000, provided that the maximum number of shares of Common Stock subject to each such grant of restricted stock units shall be 7,200 shares. Such initial option grant shall vest in equal monthly installments during the 36 months following the date upon which the director is first elected to the Board and such initial restricted stock unit grant shall vest in equal annual installments during the three years following the date upon which the director is first elected to the Board, in each case subject to the director’s continued service on the Board through each applicable vesting date unless the Board determines that the circumstances warrant continuation of vesting.

(d) On the date of each Annual Meeting of Stockholders: Annual equity grants to each non-employee director serving on the Board immediately following the Company’s annual meeting of stockholders consisting of (i) an option to purchase shares of Common Stock, with a Value of $207,500, an exercise price per share equal to the closing price of a share of Common Stock on the date of grant and a term of ten years, provided that the maximum number of shares of Common Stock subject to each such option shall be 5,600 shares and (ii) restricted stock units with a Value of $207,500, provided that the maximum number of shares of Common Stock subject to each such grant of restricted stock units shall be 3,600 shares. Such annual option grant shall vest 1/12th on each month following the grant date on the same day of the month as the grant date (and if there is no corresponding day, on the last day of the applicable month) for 11 months and the remaining 1/12th on the earlier of (A) the one-year anniversary of the grant date or (B) the Company’s next annual meeting of stockholders, and such annual restricted stock unit grant shall

 

2

vest on the earlier of (1) the one-year anniversary of the grant date or (2) the Company’s next annual meeting of stockholders, in each case subject to the director’s continued service on the Board through each applicable vesting date unless the Board determines that the circumstances warrant continuation of vesting. If a new non-employee director joins our Board on a date other than the date of the Company’s annual meeting of stockholders, then such non-employee director will be granted a pro-rata portion of the annual equity grants based on the time between such non-employee director’s appointment and the Company’s next annual meeting of stockholders, on the first eligible grant date following such non-employee director’s appointment to our Board.

(e) Additional Equity Grants: In addition to the foregoing, non-employee directors may also be granted such additional stock options or restricted stock units in such amounts and on such dates as the Board may recommend.

(f) Sale Event Acceleration. Upon the consummation of a Sale Event (as defined in the Company’s 2015 Stock Option and Incentive Plan, as may be amended, restated or otherwise modified from time to time), the vesting of all outstanding unvested stock options and restricted stock units granted to each non-employee director under this Policy shall accelerate in full.

(g) General. The form of option agreement will give directors up to one year following cessation of service as a director to exercise the options (to the extent vested at the date of such cessation), provided that the director has not been removed for cause. All of the foregoing option grants will have an exercise price equal to the fair market value of a share of Common Stock on the date of grant.

Expenses

The Company shall reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending Board and committee meetings.

Amended and Restated Version Approved by the Board of Directors on September 8, 2016.

Amended: December 19, 2018.

Amended and Restated Version Approved by the Board of Directors on June 3, 2019.

Amended and Restated Version Approved by the Board of Directors on March 24, 2020.

Amended and Restated Version Approved by the Board of Directors on December 10, 2020.

 

3

EX-21.1 7 d63231dex211.htm EX-21.1 EX-21.1

Exhibit 21.1

SUBSIDIARIES OF REGISTRANT

Not applicable.

EX-23.1 8 d63231dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Global Blood Therapeutics, Inc.:

We consent to the incorporation by reference in the registration statements (No. 333-206329, 333-210475, 333-215732, 333-222803, 333-226051, 333-229392, 333-232427, 333-236042, 333-242336 and 333-252557) on Form S-8, and the registration statement (No. 333-241036) on Form S-3 ASR of Global Blood Therapeutics, Inc. and subsidiaries of our report dated February 24, 2021, with respect to the consolidated balance sheets of Global Blood Therapeutics, Inc. and subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2020, which report appears in the December 31, 2020 annual report on Form 10-K of Global Blood Therapeutics, Inc. and subsidiaries.

Our report refers to a change in the method of accounting for leases as of January 1, 2019 due to the adoption of FASB Accounting Standards Update 2016-02, Leases (Topic 842).

/s/ KPMG LLP

San Francisco, California

February 24, 2021

EX-31.1 9 d63231dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a) OF THE SECURITIES EXCHANGE ACT,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ted W. Love, certify that:

 

  1.

I have reviewed this Annual Report on Form 10-K of Global Blood Therapeutics, Inc.;

 

  2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 24, 2021     By:  

/s/ Ted W. Love

      Ted W. Love, M.D.
      President and Chief Executive Officer
      (Principal Executive Officer)
 EX-31.2 10 d63231dex312.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a) OF THE SECURITIES EXCHANGE ACT,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey Farrow, certify that:

 

  1.

I have reviewed this Annual Report on Form 10-K of Global Blood Therapeutics, Inc.;

 

  2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 24, 2021     By:  

/s/ Jeffrey Farrow

      Jeffrey Farrow
      Chief Financial Officer
      (Principal Financial Officer)
 EX-32.1 11 d63231dex321.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Global Blood Therapeutics, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ted W. Love, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:

 

  (1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: February 24, 2021     By:  

/s/ Ted W. Love

      Ted W. Love, M.D.
      President and Chief Executive Officer
      (Principal Executive Officer)
 EX-32.2 12 d63231dex322.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Global Blood Therapeutics, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey Farrow, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:

 

  (1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: February 24, 2021     By:  

/s/ Jeffrey Farrow

      Jeffrey Farrow
      Chief Financial Officer
      (Principal Financial Officer)
 EX-101.SCH 13 gbt-20201231.xsd XBRL TAXONOMY EXTENSION SCHEMA 1001 - Document - Cover Page link:presentationLink link:definitionLink link:calculationLink 1002 - Statement - Consolidated Balance Sheets link:presentationLink link:definitionLink link:calculationLink 1003 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:definitionLink link:calculationLink 1004 - Statement - Consolidated Statements of Operations and Comprehensive Loss link:presentationLink link:definitionLink link:calculationLink 1005 - Statement - Consolidated Statements of Stockholders' Equity link:presentationLink link:definitionLink link:calculationLink 1006 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:definitionLink link:calculationLink 1007 - Disclosure - Organization and Basis of Presentation link:presentationLink link:definitionLink link:calculationLink 1008 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:definitionLink link:calculationLink 1009 - Disclosure - Fair Value Measurements link:presentationLink link:definitionLink link:calculationLink 1010 - Disclosure - Available-for-Sale Securities link:presentationLink link:definitionLink link:calculationLink 1011 - Disclosure - Balance Sheet Components link:presentationLink link:definitionLink link:calculationLink 1012 - Disclosure - Inventories link:presentationLink link:definitionLink link:calculationLink 1013 - Disclosure - Long-term Debt link:presentationLink link:definitionLink link:calculationLink 1014 - Disclosure - Commitments and Contingencies link:presentationLink link:definitionLink link:calculationLink 1015 - Disclosure - Stockholders' Equity link:presentationLink link:definitionLink link:calculationLink 1016 - Disclosure - Share-based Compensation link:presentationLink link:definitionLink link:calculationLink 1017 - Disclosure - Defined Contribution Plan link:presentationLink link:definitionLink link:calculationLink 1018 - Disclosure - Income Taxes link:presentationLink link:definitionLink link:calculationLink 1019 - Disclosure - Net Loss per Share link:presentationLink link:definitionLink link:calculationLink 1020 - Disclosure - Selected Quarterly Financial Information (Unaudited) link:presentationLink link:definitionLink link:calculationLink 1021 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:definitionLink link:calculationLink 1022 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:definitionLink link:calculationLink 1023 - Disclosure - Available-for-Sale Securities (Tables) link:presentationLink link:definitionLink link:calculationLink 1024 - Disclosure - Balance Sheet Components (Tables) link:presentationLink link:definitionLink link:calculationLink 1025 - Disclosure - Inventories (Table) link:presentationLink link:definitionLink link:calculationLink 1026 - Disclosure - Long-term Debt (Table) link:presentationLink link:definitionLink link:calculationLink 1027 - Disclosure - Commitments and Contingencies (Tables) link:presentationLink link:definitionLink link:calculationLink 1028 - Disclosure - Stockholders' Equity (Tables) link:presentationLink link:definitionLink link:calculationLink 1029 - Disclosure - Share-based Compensation (Tables) link:presentationLink link:definitionLink link:calculationLink 1030 - Disclosure - Income Taxes (Tables) link:presentationLink link:definitionLink link:calculationLink 1031 - Disclosure - Net Loss per Share (Tables) link:presentationLink link:definitionLink link:calculationLink 1032 - Disclosure - Selected Quarterly Financial Information (Unaudited) (Tables) link:presentationLink link:definitionLink link:calculationLink 1033 - Disclosure - Organization and Basis of Presentation - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1034 - Disclosure - Summary of Significant Accounting Policies - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1035 - Disclosure - Fair Value Measurements - Fair Value Assets Measured on Recurring Basis (Detail) link:presentationLink link:definitionLink link:calculationLink 1036 - Disclosure - Available-for-Sale Securities - Summary of Available-for-Sale Securities (Detail) link:presentationLink link:definitionLink link:calculationLink 1037 - Disclosure - Available-for-Sale Securities - Summary of Classification of Available-for-Sale Securities on Consolidated Balance Sheets (Detail) link:presentationLink link:definitionLink link:calculationLink 1038 - Disclosure - Balance Sheet Components - Property and Equipment (Detail) link:presentationLink link:definitionLink link:calculationLink 1039 - Disclosure - Balance Sheet Components - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1040 - Disclosure - Balance Sheet Components - Accrued Liabilities (Detail) link:presentationLink link:definitionLink link:calculationLink 1041 - Disclosure - Balance Sheet Components - Other Liabilities (Detail) link:presentationLink link:definitionLink link:calculationLink 1042 - Disclosure - Inventories - Summary of Capitalizing Inventories (Detail) link:presentationLink link:definitionLink link:calculationLink 1043 - Disclosure - Inventories - Additional information (Detail) link:presentationLink link:definitionLink link:calculationLink 1044 - Disclosure - Long-term Debt - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1045 - Disclosure - Long-term Debt-Schedule of Future payments of principal and interest on the Term Loan (Detail) link:presentationLink link:definitionLink link:calculationLink 1046 - Disclosure - Commitments and Contingencies - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1047 - Disclosure - Commitments and Contingencies - Supplemental cash flow information (Detail) link:presentationLink link:definitionLink link:calculationLink 1048 - Disclosure - Commitments and Contingencies - Lessee Operating Lease Liability Maturity (Detail) link:presentationLink link:definitionLink link:calculationLink 1049 - Disclosure - Stockholders' Equity - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1050 - Disclosure - Stockholders' Equity - Schedule of Common Stock Reserved for Issuance on Converted basis (Detail) link:presentationLink link:definitionLink link:calculationLink 1051 - Disclosure - Share-based Compensation - Plan Summary - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1052 - Disclosure - Share-based Compensation - Stock Option Activity (Detail) link:presentationLink link:definitionLink link:calculationLink 1053 - Disclosure - Share-based Compensation - Valuation Assumptions for Stock Options Granted (Detail) link:presentationLink link:definitionLink link:calculationLink 1054 - Disclosure - Share-based Compensation - Summary of RSU Activity Granted to Employees with Service-Based Vesting (Detail) link:presentationLink link:definitionLink link:calculationLink 1055 - Disclosure - Share-based Compensation - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail) link:presentationLink link:definitionLink link:calculationLink 1056 - Disclosure - Share-based Compensation - Summary of Activity of Market-Condition Awards (Detail) link:presentationLink link:definitionLink link:calculationLink 1057 - Disclosure - Share-based Compensation - Valuation Assumptions of Market-Condition Awards (Detail) link:presentationLink link:definitionLink link:calculationLink 1058 - Disclosure - Share-based Compensation - Fair Value Assumptions for Employee Stock Purchase Plan (Detail) link:presentationLink link:definitionLink link:calculationLink 1059 - Disclosure - Share-based Compensation - Stock-based Compensation Expense Recognized (Detail) link:presentationLink link:definitionLink link:calculationLink 1060 - Disclosure - Stock-based Compensation - Unrecognized Stock-based Compensation Cost (Detail) link:presentationLink link:definitionLink link:calculationLink 1061 - Disclosure - Defined Contribution Plan - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1062 - Disclosure - Income Taxes - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1063 - Disclosure - Income Taxes - Components of Loss Before Income Taxes (Detail) link:presentationLink link:definitionLink link:calculationLink 1064 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Detail) link:presentationLink link:definitionLink link:calculationLink 1065 - Disclosure - Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) link:presentationLink link:definitionLink link:calculationLink 1066 - Disclosure - Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) link:presentationLink link:definitionLink link:calculationLink 1067 - Disclosure - Net Loss per Share - Potentially Dilutive Securities that were Not Included in Diluted Net Loss per Share Calculations (Detail) link:presentationLink link:definitionLink link:calculationLink 1068 - Disclosure - Selected Quarterly Financial Information (Unaudited) - Selected Consolidated Quarterly Financial Information (Unaudited) (Detail) link:presentationLink link:definitionLink link:calculationLink EX-101.CAL 14 gbt-20201231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 15 gbt-20201231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 16 gbt-20201231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE EX-101.PRE 17 gbt-20201231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE GRAPHIC 18 g63231g01c01.jpg GRAPHIC begin 644 g63231g01c01.jpg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end GRAPHIC 19 g63231g01g78.jpg GRAPHIC begin 644 g63231g01g78.jpg M_]C_X 02D9)1@ ! 0(!>0%Y #_[21@4&AO=&]S:&]P(#,N, X0DE-! 0 M )$2^DH0X0DE-! 0 \< 5H QLE1QP" " .$))300E M 0S<_Z?:C'O@D%<':NKP7#3CA"24T$.@ Y0 ! ! + M<')I;G1/=71P=70 % %!S=%-B;V]L 0 !);G1E96YU;0 !) M;G1E $-L $ #A" M24T$&@ #-0 8 ! < FD $ M 0 )I ! < M 0 0 0 &YU;&P " !F)O M=6YD'1)D%L:6=N96YU;0 ]%4VQI8V5(;W)Z M06QI9VX '9&5F875L= EV97)T06QI9VYE;G5M #T53;&EC959E M7!E96YU;0 !%%4VQI M8V5"1T-O;&]R5'EP90 !.;VYE "71O<$]U='-E=&QO;F< M"FQE9G1/=71S971L;VYG QB;W1T;VU/=71S971L;VYG M MR:6=H=$]U='-E=&QO;F< #A"24T$* # (_\ M #A"24T$$0 0$ .$))3004 $ !3A"24T$# 9W0 M $ "@ 0P > 'V@ 9P0 8 '_V/_B#%A)0T-?4%)/1DE,10 ! M 0 #$A,:6YO A &UN=')21T(@6%E:( ?. ( "0 & #$ &%C &, : !M '( =P!\ ($ A@"+ ) E0": )\ I "I *X ML@"W +P P0#& ,L T #5 -L X #E .L \ #V /L! 0$' 0T!$P$9 1\!)0$K M 3(!. $^ 44!3 %2 5D!8 %G 6X!=0%\ 8,!BP&2 9H!H0&I ;$!N0'! $!Z0'R ?H" P(, A0"'0(F B\". )! DL"5 )= F<"<0)Z H0"C@*8 M J("K *V L$"RP+5 N "ZP+U P #"P,6 R$#+0,X T,#3P-: V8#<@-^ XH# ME@.B ZX#N@/' ],#X /L _D$!@03!" $+00[!$@$501C!'$$?@2,!)H$J 2V M!,0$TP3A!/ $_@4-!1P%*P4Z!4D%6 5G!7<%A@66!:8%M07%!=4%Y07V!@8& M%@8G!C<&2 99!FH&>P:,!IT&KP; !M$&XP;U!P<'&09 M!ZP'OP?2!^4'^ @+"!\(,@A&"%H(;@B"")8(J@B^"-((YPC["1 ))0DZ"4\) M9 EY"8\)I FZ"<\)Y0G["A$*)PH]"E0*:@J!"I@*K@K%"MP*\PL+"R(+.0M1 M"VD+@ N8"[ +R OA"_D,$@PJ#$,,7 QU#(X,IPS #-D,\PT-#28-0 U:#70- MC@VI#<,-W@WX#A,.+@Y)#F0.?PZ;#K8.T@[N#PD/)0]!#UX/>@^6#[,/SP_L M$ D0)A!#$&$0?A";$+D0UQ#U$1,1,1%/$6T1C!&J$)%ZX7TA?W&!L80!AE&(H8 MKQC5&/H9(!E%&6L9D1FW&=T:!!HJ&E$:=QJ>&L4:[!L4&SL;8QN*&[(;VAP" M'"H<4AQ['*,0!YJ'I0>OA[I'Q,?/A]I'Y0? MOQ_J(!4@02!L()@@Q"#P(1PA2"%U(:$ASB'[(B--@U$S5--8Y",$)R0K5"]T,Z0WU#P$0#1$=$BD3.11)%546:1=Y&(D9G1JM& M\$25^!8+UA]6,M9&EEI6;A:!UI6 M6J9:]5M%6Y5;Y5PU7(9O5\/7V%?LV %8%=@JF#\84]A MHF'U8DEBG&+P8T-C M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M /_A04YH='1P.B\O;G,N861O8F4N8V]M+WAA M<"\Q+C O #P_>'!A8VME="!B96=I;CTB[[N_(B!I9#TB5S5-,$UP0V5H:4AZ MDY48WIK8SED(C\^"CQX.GAM<&UE=&$@>&UL;G,Z>#TB861O8F4Z;G,Z M;65T82\B('@Z>&UP=&L](D%D;V)E(%A-4"!#;W)E(#4N,RUC,#$Q(#8V+C$T M-38V,2P@,C Q,B\P,B\P-BTQ-#HU-CHR-R @(" @(" @(CX*(" @/')D9CI2 M1$8@>&UL;G,Z&UL;G,Z>&UP34T](FAT=' Z+R]N&%P+S$N,"]M;2\B"B @(" @(" @(" @('AM;&YS.G-T179T/2)H M='1P.B\O;G,N861O8F4N8V]M+WAA<"\Q+C O&UP+F1I9#I&-C@Y1D0S-T0S-S5%0C$Q03(Y-4)! M034S1C&UP34TZ1&]C=6UE;G1)1#X*(" @(" @(" @/'AM<$U- M.DEN&UP+FEI9#I&.#@Y1D0S-T0S-S5%0C$Q03(Y-4)!034S M1C&UP34TZ26YS=&%N8V5)1#X*(" @(" @(" @/'AM<$U-.D]R M:6=I;F%L1&]C=6UE;G1)1#XW0T1&1D9&1#%%1#8X1$$Y13(U,T%!.#5#-C,V M04,Y1CPO>&UP34TZ3W)I9VEN86Q$;V-U;65N=$E$/@H@(" @(" @(" \>&UP M34TZ2&ES=&]R>3X*(" @(" @(" @(" @/')D9CI397$^"B @(" @(" @(" @ M(" @(#QR9&8Z;&D@7!E/2)297-O=7)C92(^"B @(" @(" @(" @(" @(" @(#QS=$5V M=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B @(" @(" @(" @ M(" @(" @(#QS=$5V=#IP87)A;65T97)S/F9R;VT@:6UA9V4O:G!E9R!T;R!A M<'!L:6-A=&EO;B]V;F0N861O8F4N<&AO=&]S:&]P/"]S=$5V=#IP87)A;65T M97)S/@H@(" @(" @(" @(" @(" \+W)D9CIL:3X*(" @(" @(" @(" @(" @ M/')D9CIL:2!R9&8Z<&%R7!E/2)297-O=7)C92(^"B @(" @(" @(" @ M(" @(" @(#QS=$5V=#IA8W1I;VX^9&5R:79E9#PO7!E/2)297-O=7)C92(^"B @(" @(" @(" @(" @(" @(#QS=$5V M=#IA8W1I;VX^8V]N=F5R=&5D/"]S=$5V=#IA8W1I;VX^"B @(" @(" @(" @ M(" @(" @(#QS=$5V=#IP87)A;65T97)S/F9R;VT@87!P;&EC871I;VXO=FYD M+F%D;V)E+G!H;W1O7!E/2)297-O=7)C92(^"B @(" @(" @(" @ M(" @(" @(#QS=$5V=#IA8W1I;VX^9&5R:79E9#PO&UP34TZ1&5R:79E9$9R;VT@&UP34TZ1&5R:79E9$9R;VT^"B @(" @ M(#PO&UP.DUE=&%D871A1&%T93X*(" @(" @/"]R9&8Z1&5S M8W)I<'1I;VX^"B @(#PO'!A8VME="!E;F0](G>QL9 MUMH;98EX10RM(TD,=-:'_ -1-:[ZL]I/='_=;+T>GIAO=&OX1BG\E&#O]VFG--L#][Z>= M-:_6/T_F>K/:3W1_W6R]'KOCO=0*'FT2"%"P4-+J^L(I8 M@D*"^I*"Q )"YS@'P$UZ7;#:=SA+YG/3A;.S8X\.!;$UUW7NOGNDC)PLT>;@ MW;1TWOJDX:N<182;N$%;?^-0VV.TRDJVH%6'2&M+,$>(@VP(KX>F&]T:_A&*?R M48._W::]F&]T:_A&*?R48._P!VFG-- ML#][Z>=-;_6-/5GM)[H_[K9>CT],-[HU_"+4_DHP?_NTTYIM@?O?3SIK?ZQI MZL]I/='_ '6R]&IZ8;W1K^$8I_)1@[_=IIS3; _>^GG36_UC3U9[2>Z/^ZV7 MH]/3#>Z-?PC%/Y*,'?[M-.:;8'[WT\Z:W^L:>K/:3W1_W6R]'IZ8;W1K^$6I M_)1@_P#W::C4],-[HU_",4_DHP=_NTTY MIM@?O?3SGK7ZQIZL]I/='_=;+T>O8W"'N@^Y+*FR*(98+2I@.R4-SK*<52&3 M#(S%[;98*$0T+*V)%V%Q=CG9>'; MO4]&DLWN=-[@VNJ6MM+=WB=J32WCVTB+-#/%/+'NQ,R:[8C..XB=./7#6/'_ *P\1Z^GA7S_ ,^_98^^ MP^8]F_U13Z>?=+^%&_Y'8^^:>IYK=B.'V$3'A&HZN?\ ZA3GV[+'WVGS'LW^ MJ*OP;=]O,D5KB^/RV0G;&E4Z.[PV-H<4L:U5I?52RAB,@9P2#P MJ_LNS#V;-2$K:;K6HZ@L)43&RV6T2[$1?>*"0P:)($+[K;H8C.ZV/M3BRJ[X M=U2"JJ"^3%D5T%%$ED587 $U4E4KJVJ)J)WQ*E]BEE]MUM]EUM+K;J5MNI2M M*TU MLB><=7\&?= ]'3XQX*\<^_98^^T^8]F_U1]!QJZ-=Y>[]\BDX93DN\;KJ/44 M%VN/H2Y166',Z$"**2J,-OL458,*T?/4[+JW-&=:.7%$T*TOU;2]CKL>PNT< MVFVL'9K09$=K2 7-TJLFBE6:VMR+B<*288"LL@6,AJMZ6^+=2LHFBCDU959 M6^U))).%P!1512^ZEMB::=L2K????=6EMMMM*W775I2E*UK2FJ[]C#89%+MH MT:HJLS,VHZL%55XEBW=# '')ZADXZ!;+V=.RT[JB;5N[NP1$30=G69W8A55 M5&CDLS,0%4 DDX )-?1UO=W7,7+AF]R0Z9NVBRK9TU=0B!-W+9PA?I:LZ.C@%7 M1UU JRL""&4D$$'."#7J7LY=EV"62"?:B6&>&1XIH9= V=CEBEC8I)'+&VCA MTDC8%71@&5@0P!%\?!3GW[+'WVGS M'LY^J*V5V_[Y)=)5B6/VVNFQN-4#1Z/M?#8Z5"^E M7CA5BBOK,V2Z9)9EP"L\MM];9G2Y80R"XM(_S#N%WJX3F#N(RW(]_-/#"@4%KW1+B].ZE;;7#:ZOE#%QX3=Q9;=;;=?F-F]DNQMM1IR:A MIVCJ.A+FU?4=7Y>SGW06AF4:B2..2DF-R1,.IZ0-;VU[(?9QV%UN;1]8VG/' M,MA?1:%L\;/4K0D\GXB^+[(ZO^/&H'CT9ZOS:CS[]EC[[#YBV<\/_ *H\?\_@I]//NE_" MC?\ (['WS3T'8MV(/[R)YPU?XL=T.KK_ *JGGW[+'WVG Z^X>S?ZHZNNN^,W MI;N#3Q$<'R 2+$7%%*H,!D"@S]ZO1).]97Q+5K#E5U:)(IJ+*533NHFDG>I? M6EMMU:4+CL;; 6D1FNM+M[>%2H:6?5-5AC4L0%#/)J(4;S$*H)!8D #C5>U[ M-G9BOITM;+:.YO+F3>Y.WM=G- N)W"(9'*Q1:,\C;B*SMA>]52QPH)KO/-W^ M\H'-7#,;XVQ#SBZ07A::K=AX]5-'RQ:RQOXU2Q/ MQGAWVVUHQ=C_ +'$R1R165E+'+,+>)XM9U)UDN"I?D(V74RKS;@+")"S[H+; MNZ"1<3]F'LV6TLL-SK>HV\T%L;R>&?9;1(I8;0,J&YEC?1%9+<.RH9F C#,H MWLD9L7T\VZ7\*-_?U]YV/N[_ .$OU[]7O-=L3[B)U?OCJ_7_ -X=7]U6'/OV M6/OM/O=P]F^O_NCZ=55^GFW2_A1O^1V/_;U_CW#V;\7#UIZ>(Q5/IY]TOX4;_D=C[YIZGFNV(]Q%R/ M]8ZOQ\8 U \/IPIS[=ECC^ZQO,>SG'KX?8BNVMO8W9MVS1XXR(]0:/Z+U8.E MH- TVSVC57Q+FK1>^(6I.:-UOV)>J-]]$E/J%/!NZ:HIV-=@I))84TJW>6#< MY:-=4U5I(>47?CY5!J):/E%[Y X&\O%/N%MQP4;#<*ZGT\^Z7\*-_P CL??-/5;FNV) R=$3 MSAK'YM0JES[]EC[[3YBV<_5%/IYMTOX4+_D=C[YIZCFNV(]Q$]_NCJ^!T=)[ MH>.HY]^RQT^JT^8]G.O&/WH^G5TU-.#]_P#D9A*:C M:=WV%S#-VTR][ZL<2A.A""SMA#L=+C3(UPE1TW;.7#:)W-42R+6ZQ11.R^B# MY'_ES#PD+E$V]KLEL[V/MIK:2)]GQ8:U8'D=4TN74-966"9"4>2-'U#E&@9P M1Q&_"QY*4 A6>\[(>VO9EV(OH9H-LAJNS.K*+G0->MM$V:EMKRUE42Q1321Z M08DNUB96(0\G<1CMB#ZV66/7[Z>;=+U_MHW]/_4['WS2_/\ GUN/-=L1[B)D M] [HZOGX?LAQQXAX\@"N<\^_98X?NM/'_4>S?ZHJGT\VZ7M^BC?\CL??-/\ M7IZZ:GQ$8-.??LL??:?,6SGZH^G'P&OLVWO; MK7CANS9Y)6.&':F6::5UBBABT#9YY99'8*D<<:Z.7D=V8*BH"68@ $D"K\]W:[U! MKMHP(R:4,'Q"U>]@R>XQB31V]L:IU6=7M&R\)36NK.+8/L:S1RS1VFGR10E!++'K>H/'$9#NQB5UU-EC,C$"/>(+G 4'(K(3]E MOLY6TT-O<:MJMO<7 D:W@FV3T:*:=8EWY3#&^A*\HC0%I"BL$4%FP 36.?3S M;I?PH7_(['WS3U?\UVQ'N(OAXZAK SQQ@#NAG/\ 2/AQ?/OV6.'[K3YCV;\/ M5]B.CZ==/IYMTM./[:%_7L_L.Q]\T].:[8CC]A$X=7=#5^GX=0'3X:<^_98. M?W6GAT_8+9S]453Z>?=+^%&_Y'8^^:>HYKMB<9[B*/\ O#5_UAG/5C'A\69' M9W[+!_A:?,>S?ZHJZJ[RMX"(I ZM.#"01TM_> :B9 M40[RX9E [Y>/$"KMNS/V9TLX]0?:"]2PE<-7\?^L*M.?;LL??:?']@] MF_U13Z>?=+^%&_Y'8^^:>G-=L1GUD3CD^N.K] QU]T/'4<^_98^^TY_]1[.> M\.C2#@'^D^&L]QK[H%F\!+AC[(9^DYB%U_DYD+0#%1#VQJK?92]^+>APPI6A M%G;2JB#=XO>Q=6U4;K6(WJHO&N)UOL2;.7>G3Q:/:C2]1 #VUSVS?W$3.H/U MFX2XN+E1#)D!GB02QMNNI8*\4FQ;+?LAMNM.UBVGVFU#N_HQ/)7MB-.TFRN$ MB2*>0V\H+1ON,RS13AGS,VY6(#AV6,2YB6F&#Y==:L(+ M(1"!.7D3>.%;K*QV0TNB57"%4''A,FKQ[2Q>UPG485\633L4?ZILCL]L;J,T MNSVT&SR:=M3IZE;B![_5DCU"- #VW:D:CN$LF)7CCRCH>7M]Z$E8M][(VV?9 M/T:VM]L=CMLVU?8+6"LEI=QZ+L]-/H\LC$'3]1W](Y1!')O0Q33 2B13:7F[ M=*C3ZI?3S;I?PHW_ ".Q]_/$]=!YKMB.'V$7C_K#6/3^'TXUR#GW[+'#]UIX M_P"HMG#_ #:0?CZ*?3S[I?PHW_(['WS3_7C3FNV(SZR(/!]D=7^+UP\'BZQ4 M\^_98^^T^8]F_P!4?3-*[Y]TM.W*-_R.Q]^7^Q/IJ.:[8CW$0#PG4=7QXCGN M@!X.C\75'/OV6#_"T^8]G/U1_-63/]V>]84DV6*224C47KA%HR5(8PB;)-VZ M<4K5!LUO%8^XWO;K&CA=H[R4X:NFRJK=RV<0J HN&[A&^Y- M9!=%2(VJ(K)*6W)JI*6VWIWVW6WVVW4K2E['V,=A9426+1XI8Y%5XY(]2U9T M=&&\KHXU$JR,I!5E)5@002#6-D[.79*6*70-G4DCD1BLD< MB/HX9'1@5=& 96!4@$$#Y?3S;I>.?HHW]O'[CL??-/7KFNV(SCN(O5^^.KCI MX=)U#Z>_7CGW[+&<>JT^'UBV;_5%4^GFW2_A1O\ D=C[YIZ1,]7V1 MU?C_ /$/@^@RY]^RQ]]I\Q[-_JCK^+-7-'>9N^E4';Q;]5;S;MV.>QZD\=J^G6B74JEXK M9M6U-9Y$&27CA.I"1U 5LLJE>!X\#B[3LT=F:2UFOH]H+R2RMV5)[Q-FM!>U M@=MW=2:X713%$[;R;JNZLV\N 17FH2O;R]*/R-S>2PRKP[Z-XR60D*8V*R+?Z7^R [)EGJ% MI2-5UW9^32="NM2V;N8XU, MS/RVF3W$MH/MYR\DK0JPNXI);*1VM=+_ *>?=+^%&_Y'8^]?'WI_G_HUTX=B M[8@\>XBX\/=#5_?SQU <,?C\5<-'9W[+!Z-K3YCV<\&?>/HH7\^ MKWG8^YY]7[DNW4'L7;$ 9.B(!CI[HZO@>^>Z&,?0$G@9Y]NRQU;6D^]H>S?Z MHJ]F-X.\F/6M+S\P/ [""5RS"XQCF&C+7J-M+*W+,[GL+0HY2M\99RHC6^RG MAVTYYNIS:6O8^['-Z95L[&QNV@;S9I@@.I:WJ.GBY4O;&^V6T2T%P@QEX#/HD8E49&6CW@ 021D58_IY]TO MX4;_ )'8^^:>KP=B[8CW$7Q_9'5\#Q9[H'C_ #8Z\UC^??LL=6UI\?V#V;X> M']Z#\5/IYMTO7^VC?T_]3L??-/\ 7\6HYKMB/<1/..K^#HXZATG(Q],.??LL M9QZK3YCV;_5'T^ T^GGW2_A0O^1V/OFGJ3V+MB!^\B>/[(:Q^L/>J>?;LL?? M:?,>S?ZHI]/-NE_"A?\ (['WS3U'-=L1UZ(@]_4=7^#]\.O!_/BH/9W[*XZ= MK3U?O'LW^J/I@]-/IY]TOX4;_D=C[YI]/CU/-=L1[AK[_=#5_P";NAD]71GK M^!S[=EC[[&Z^C0]G/YNY'$GQ ]8KMO=[&[,:Z58DV?BFC) 8"2*3 M1E="5(8!E&5(/0-L,C A@*3=F[LOVYC%QM-/ 988KB(3;/[/Q&2"4;T,\8?1UWX95[Z. M1Z)%P@LIDFQVFDLDHHU<0^"T;N;$[[;KD%ZMHRVQ^W#%PH\!O%*7>1NZ6U MO2NY:.Z)N4_J_G3;#8_4-D=0-OB7N<>0(SC2:;D9/*I;(X8S2VBY5:LB\)E(V'3 M^\I?)<>.&S/'YPIX2#>8JI-7"P:Q-%RO6]NJI8W4L24\'GG9%L;G4;/9RVM; M6WNW.UFELT5[;27=CR8@OE+7T,0WFM-YE6;BHPP!89%;/LO<16TVJ2RRR1*- M(NL-!*L-QO;\) @D8@++@$H>D$9%3%-]P.!]P$7S[FZ78N93268;Q/MLQ7B5 M'.61#9+(&0'=TKEP.99%GCR!E\>NIQ+Z@RC99SJ.6*+UL_P5 MGL_KV@WFA:):ZK+96NLZGM%J>J=Q+&&*QL@+:TFM+&R6\BOEL[8R1N!O%6D, MMP$ ;==Z0+ M?3]%N+,2=PSIMPUG +EYRL:1Q-=7PO48S,%()-T^G:$>166.UAM.V=,2UNX+ MPR7%]'-N&][9C$K\FJ!B6810<@PW%WLBKW(,!;:(H B$_P C82P3''RT9WYE M5HE"LW2F30"5%<,0W'!C"(=21C,N2-9(P^5,*W. @*5,RI90[11TP8O'344, MH6^O;1WDUS8:=KFMSQBZV*A6[N](M[>^MH]6N+^/6)1!+IL ,*-&%6::W:*- M85 D=5:22I)INEPQ17%SI]A$_)ZZQAAO)9+>5K*&W:S3E$NG(7B]N'T4HN";##[_)A:0//*5[RZUK:>UVC[2M;S6YK:UGO--F6\M( MF2:.WT*22WU )!HL<"KLYY&W9D>+M8")0KF=V(-9A6";$2LYMB%F)<*" A/X:H8-":8Q"PL41M2U:Q#BYN,I;6L*R6]QWUR5$K2/A9"#&P0J$/5X M2TKS2E>SGKKN@.0#X:Y\1@D> XIJ:4TI7N_L_P#_ *.)C_\ UD3S_P#)W'OX M_@[]CX?AP?'QZ/YL=/13\77X/ M@^#\?7OT(.#@D<>/XO%D_ ?%U8J,=/O\>GW^KB?!T]9\&*VOPUD*+P?#>2;# M;DRL3=S_ !P\& HK/;8#)GR \;-*NWB1!$87(+!V:J[5$I8S9)W6J/&=WEK9 M2B7C.=[4Z-?:MM)HG:B6R0QZ3K$=Q=W^E=U;&(R3:?N1M$\L%NEQ(BNT!DD/ M!'!0J6(Z]L/M+I.@;%[4&^EOI+F7:+9>:VT_2=?&@ZI3RV M<#/"MTD,*]]+!O3Q-N;V7I9"Q1.ZAI;D*.P=H2R7N".J9!4I59W(8OCCR>!O M6WDER+I)XR9/75Q=NYD'D-7R]B9R@U1NY6^U=X="V3M1 MI" \G97^L%]323E0Z/%++$AA:.S63DU8V@G$D:*:S:;2[);0&RUC:33- AN= MJ>R+?-M$P+S:EI6S0BT"6+D2DR7$%O--VW'+J(M^6E OC;-$\DJC)"PS#%92 M[2%L<16S9+'DC6CC9_((>GC E)*3,;8"J6O%2V#W'JCFQ>0VH/K[!+ ML\V;';_$J6%I<;5&P1KJ;:/N8=8LA=O!9ZCWY5 )8H6,MP(Y1)N6]C>[.V]O; MZ?<:CLQ#'!M)V2;B2#1=1G32H3=]CZTM["2QDOIUO39W&JQM:6DC.UM=72-; MVCSP&/?L57&%;@MHM%GCABY%8_V[2!F=9OD$)"ZG#LK%&^2&RI&A2ZJCAL,= M%KY (12L3&WLER2S=L\3SW8UU&WU""XBCU*;79[ MS28MI(GN1=$M)%:R79U"S1 MLT+W,J),LLA^\R:XR?#^2)L+"BJN-'&/*,R=3Q=)ZQK146[CC(LR?%U:TE*UPBBEUM+3I-=AGT MB+4%VHA":5LLNGP:7:*MBTK6X76EU\< MG4V-H&Q*,?3PC#26,";8_B=N0XGBZ34(/GS-.52 U1M; M)VXYLY=S5RWD;(:$6C1?!7;;4:E#KD,MKM#):W>E73BRO;>]GY+48 M->LC#'%(UA:6W*=HM*Z1Z:C6C6X8B6=X963:[!=A-%N=E+J#4-CXM0TW7[%& MU33+W3;19M&NME-4[9GGA&K7]X(1JJ6\4LVMRIJ,=T^Z]O9P7$$RG&GB(\)\((! M\!SQ/#X\@Y-1Q!/#PD8\'@X]9^ =?AKO"Q9(T18B1#%T2*$G2#(>/8H*.7CU MVY4HDW;-6Z5MZJRRREU+$TT[+KKKJ\4I75*YN8+2"6XN98X(((WDFFE<)'%& M@R[N[$!5 XY)'OC-7%K:W-_CN:28W%FVJ/8/S(_:Y#S)?:B5C Y%>Q5UAX0NFAY$U?2!M?>N^41: MV*MT!JBE[=TFXHT2JJ"%C'2W$]F+>XU[;:]VGV;@?1]G%9H+R8HRQ[03JS2W=\XNIY8Q],[<75KLGV+M-V$VUN(=I=M75+K2[975Y-C M;-UCY"*;4$WI)C%&KQ1V[%DG5^04M86EM,_FI7MX[.WIZO9SW]GZUUW$='23 MT?#X#CJX'C[WPU\O@\.L\!QP>/C X_#_ $8IV=OXOC[*_P#'G3/#./#C''@! MT@C&/>R.OKH?%QSUYZ.'3_<>.>KIJ?MLDA"17, @Y(B*(H4TC.1K%W:Q1 )7 MQSO'1Y+= #+%$BM),N5!C1MYE4$CHO8KU&PTK;.TOM2NH[2 MSBTO:-'F>\2Q[^;9W5(88HKJ162"XGFD2"V?==N7DC"([[J&9 >?04@:RUN[ M%MQXN)X$E\9B[3(LM4F1N5&C60HC(*,RAETV 7&[T;DEW R/-F5C=)B/Q]U9-I[I<23W&I;6Z7>WLNBZ>--M=.MK;2]1M0]O;1/=K:JP=% MGNI)"QDEC8%'P7W2P[(UAJ2:Q')8Q6]IHW8[UK3-+AVFU=];O=7OK[:#2-0$ M%W>2QZVT.N/!2.ZN)! MG8]$LNQS+KVH75T^Q7:'1[.[U.TNX@DLMA:0NU8:@&P(XQ=#;SBT'"7,2<&LDJPPI'Y!)SR%9I8S MEWD"HPVPR$$+^]Q9X0(-S<8.0NUBV;61HNF]79KUR1NMKTUW4A;+J]T)H=4- MDEQ!=V=E;,--,FGF436TVCW-L;M4C@-M>VNI-,\AO;=D5XSADLNQW)LEHIOW MT"Q:WN]!&IR6MYI^HZKJ$9UP0:QR#VM[!M#8W?0/V2C:\^.:OD:54SFP13I>&%S?K&U[;VTTD M1;D=Y8XGLXY-_M662-B*U?LJ0[*PS:6NST6C1S\KJXG?0[S3KBUETU;B$:0T MT6F7NH6\5R(^V-V2>:/4+B!HVU"WAF0!K)EV<63/&>!ZN2@5R<#"9\/*"0Z( MD?: ;4EEU 3)4.)2;HC$E122"K2BC9-1XEX3U11PLJLX4O=F]*.EZYM8L<%R MMK/<:1-#<7+74O;V>OKKVR^P)DN M;&6]LK/7K:ZL[*.UMQI\*ZP18P/8VBQK:JUHB/$'C5YUS,QD9V=M=_R=U?U_ MX:W7CC.,\/@/AP/&"<'KZ^&,\X_'UC'YO[Z=.G'Y>S\77L_+ZO7/'!!SUXX\ M<#Q\/%T_"3FG'C\/ =?CSPQXO!UGP5MMNONI;;2MUUU:4I;;UK=6M:4I;2G; M6M:UI2E*4K6M>SG4,P4$G !R3C &G "ZF =KQN.[B+J2.F2$:O,9X2?5I::CZE]JZETB=/N:OX MNG>\60(K-T*)W"W"7@66VG2A%DAPF[#;7;=6UYLMR:O"CG(N49F8FU@BE;ZFTTKV/.Q1?:;V22-3]4J&79C86X(%[IN5.YEC0CM.5<(O;UU/!PZ>.33_CQUZ]_P"O'?W:9.1X>!/XADC& M>OQX(&<<:<>CKZ^&1Q\7 X\!\7$\*D;#K]B*RWBTH4=M1PP;D6$OB!!ZLFU9 M,F3.2C'#MV[HI=2VVM=83::*6?9W7X((GGFFT M?4HXH8E+RRR26V6REU=3Q6UM;;1Z)< M7%S<2)%#;P0ZE;22SS22%4CBB1"[NQ"HH))"CAN*(W"18EE4#&/$K,88&R-D M>8OI1.,@WR=-^Z>0N5 &#,.2N8 6<7T)1@\TBH(U24- M$ =U.V6/9(TFZVNT[25C>WT6QVEVEUN?5M?VC[JK<2RZ-JUA!%97306$&FZ5 M.LHW;:%I#+)+!NW!9$9\BE%'P..OS+M%VE?ZDVT5H-0T^)]I;B ;0F*R MU!#=22):/HD-RHEDL[">]NK9]2::&$VYM[>*=!'=744$?)MB]%78[4)-(U>6 M/8NTNSL>DVIZ3*-.BMY-33:B[LF$$&IZK::98Z@FAPP7-PMXMW=S6C-/8Z=/ M>2I-'?C(/;_6.YA8!E,:#4VD@RFM&Y%4]&9&JL.312>PEDP&.Y"'G#6]6ZQ- MA&'\$OEPB]==:Z8"[DV[A&EE;7FV O=G9KD:]/OVFA)>6?:M]9)RA=X]2DEG M6UN-,<+GE-0CU9;"X"J@L9U#)(Z?V..YFVEO9MLM;B/4-JY-,U'M_2]3D M:V6-9M#@M[674+/7(R6W;?2I]!;5[-GD8ZO;-RHQ55>\ MA%?>J1"%@E\C5"UC%UTI3EPQD:)G[W*ARY"Y5Q+1<>?#R:"S,,@Y$+_L>8V0 MEVKDUJ<:TU^L8AU#MZ&Z@NELH[D7P6Q.GRS6\-H$%MR@1-.GNXI;C2+ MQ1J^I7<#17E_=ZH\8BCT]$5XK&!92EQ*R2@(G)1UZU&YN++L6B!MJM(UR\UB MPT:*YTP[0Z:[[/:+I]Y'/INF:?H44YN9M9>9UN-4NVMT>RMEDMCRDO;,ZZ8< M<=_'X^>^G'Z^O75.'4,^ \/%Q'O<..#T=9 KAW3U9']Q!\?O]6#BGM[OU_7_ M ,M,\<<">.>D#Q #CX>/3CKZJ>(G/#CU?"/S^_GAPRIZNM>O/%/U_F_-IT8) M(S@\3PZQCX/SX\)J">OH.#Q/]^",^,8\6:])]LS9_A+$TSR=FDC5IAF9+*N4;+6Y(:+>5IY"@JSLO;)/+;4[2+*[SD]N3%#Q[M;B&W$D.U& MT.FZ)LQ!RNT6F3K-=:_"[Q)H\$;L6@FGC.)3'*PD93O-#+B"$-/--&OU!V+( M;C838[6]J=N+GD-B]>M'MM/V1NHDFN=I+N5 $NK>UG/UA98%:-)04[9MSVU< M%+6VMI9/.@LY8O"I)V+'>:1KE^\<#Q7E2SZ@QBNX45:#_+7%*.'GD2%]C?RI M>E%7'B_'*T\.^[GM%K'-';P1W$QN)TBB6:X,:1E>G3KWTX_)6G&A' ])X=>>GJQ^?&/'XIQQZQ\)QU8X='5QQ^ M>O17)VX2+79(.1&.UH73RM/> HP:WA6VA^WB/?!1O?2VU79(TH[37^BZ;REW9:KKFQ\E[KESM(-1 MT2&VTJ;2[UY-'T^.VCM-.9983'=7+7=T46.X *&1Q';GSC$4]ERAITMB,08; MYGSFC9>]497CY1$VP)$U#7Q9)_*P8HDZ/2)R_3 R.0G!\;<$;K6[Y1V-;>:5 MJ\:;1Z/IJVD/JCN+=]FMEG98^4$NG7\EXUMJ,4#1:?;8W:'63?3G8VSNX=M]O8P96MS!JVD0V"7NC37J7.KV%IUL^QK)K.I MH8MCXH+RRV7E>YDU30;BTTZ67394UQ1IUUJ.GVDUM'>J9+T;-:I'K,,B1]H6 MSV\T9>*3PW!C;!5EX?WHDS-(@CX15(B)8SA/)5)?>DXOM&NS:DQ< U %MJ20 M^^,)QB@9=(G0S:?1NI?L-G<;6R;7 7/=*"T.HM^UVBN)-,.CG3A(H:XBMETH M7(N26:5+SMPW*-$;?M8G&H:A;; 1=CT&R[C75^-(3]N1W5G#KHVE[L,LA[5F MO6UM[-K$;HM6TT:6EBXN!>=O1X-MPZ8H+Q5/K#N18ZWC96!9 !,P*LNJA)8N M>>M47#5JPQZ^JFA*/?\ NVXUC>7'LB= 3)N[>>=P#]GQ=<;36O;&T6DFTT6\ M:]@U;1[J2]33]^RO[2)V4R2ZO&2UCW)C:>06TDEOVU*\:F"[A8/5EL5>]I[( M;1)J&TNF1:5=[/[1V$.FOK')ZGI-_/'$\44.SEP$CU3U13+:P=N6T-T+*WBD ME-Y87$8SJ!S3KQSQ7MIV<]OJZ>WV5Z=>-=, /@P?C\'A(..H]!('43BN,8_% MT'P?'Q\1\/A%4U.?@_%P'3TCA4Y_I\%5I\?7U=>>SN_7NU&?>^/Q9S\(^$>, M5'1U#'Q8P/[ATW5%#+5W;IZBCR#LFWNGZFMILK9V(U?::ZE22Q6 E9=* M!*NUS+,N.2$D2G,$C+'R0[9G*HD+/]#]@[3=8T26_P!OM1U3U/;#V-O+#JTM MTN_#M#@%$T^VM9 >V"DS@)/&C2K<-VI:"66>=$U R@?BHV&D6 M%GJM\=0U"&!8[FZ"A>5<;Q&"2'DY-=V,SR 27&X)9 '=JXSM9J.D:MM'J^I: M!I?<72+N[>6RTT,&Y",@ MNY*0F>0/.;:$M!;-)VO S0Q*[=[#1V.1C+&.I% M+DZ*QH+,8^2,TN;W.TTF+0BW65=*-;+%+W2;+P:.U&R::E[BQ&Y&Q-2Z^EE] M/:>TO;W9_6;33V*WEQIUY%;X<(S2/"RB,2$A4,V>3#,P"%]XE=W>2OL3?Z;I M6U^S.I:RH.EV.M6%S?;Z&58X(KE':9HE#M*D!59FB57+K&4".2%K96C=I9*( MNSS7G.*SR#G,HOC2L9'S&LP87(5#E*,)B<+BG+E:*!7Y1P,$D0ZZHTQ4:Z?. M;Q[>T>HJGH?*2&POI-F-D[_1]5M= AM5OY=..G2ANV83-IUK;3QJE_<1P)/< M172B:$SI%&)GY2-3U+DHEU72H-N^R!I.T6@W^UMQ?'2K?6>[,#H;*Z%MK-_> MVDDLFC64]S);6MQ9226UUVO)/*\$8@9D^Y.N)@[$H6,B<,KY'8X>DSYX"C1$ M:8@-\P2R/$D(5438,-/0;^3W1%0VY*!Q#]V@LP0I<39W7J$TKEOZH;J6"WM[ MK:A-&FVDL(HKN]BGM]873GT>_;5.V#+;QW$-BE\+589[F&/JW%QI^E7-M>[.'6$VETB/0NU%M;V6RN-4;1VOI+JTL MKB17@C)NX+%E M;7@)C-$V+5-;P[&8!Q>B':7-$[K&U<8AVT@TN27MG:*:\N=F=2=UE@E>2WU2 MTUJVMK#D(EMPT5U+IO*2%,&6Z0OJE,+G((VL>@,7@S M1;!4J/E5PRB;,R/R*!GMX^*"!UBY=:X>6=1A'RI071/RZ1H.:O"57UM$54\L MD&T]IJQ,5]K]U;6VU6GV<$=UO2VMQI%WI0FOYIRMNHF@2\81B?>Y&R91%%R+ M%][77O-B-0V>C%QINR=A>WNP6KZA\?M>ZFTI1* M]J%$^I1R"LYMNI-.U'EKC6TO'ATT2@VEX9 MK?49-=M5N7T\RVL4+P+IQNS+%8"[T\6HAD:7?$N=IU&#L5PZUHH@M]F)=,2Z MUMK5AJ-@(;K1HMD[^6RCUE;74IKI;J765L5MIM6.GZNUXUQ"MN4Y$I#"]\*/ M8BJ>$C,! 5/'D]0-.;P\L$29,M6D.88ZC[(EY[HW6"6#_ #,F+8O8TH2O M)^_)Q8C8I=9LZC5K/:+M2>XVLFMH)]*CTEK=!Q_;7UQ::_-M%%?RO9:Q9:HEX3HEOLYI M]O==OX-T=8D2-21.C,9@@M-LCOS)K%!:-EY>_$IJE#H&I MAB+LQP.N$EF,A.R]-Y>*?/,Q*"+=+5)I]K+;2]%AM M+?:&VN[?3XK@BWM;SM>6=M9G$\,ME;:>8Q.EDJR2#4;J.)H)$%M:RS,S-O\ M;VO8]O-51 MOOHW?L5Z7)/&BO@+ME:536LLOYIKINREO<6T>O\ +P30";:C7;BW$T3Q\K;R MWK-'/$K!=^&5<&.1,HZ_:LP!KBNWU[9WMQLJUE=6]TMML)LG9SFVF2<075KI MXCN;68QLPCN(),I-$V'C;@Z@\*A"OZ^WX>E/Q_!TUM8ZO@SGI'5X3T^+Q\-;A;,<897F>5A4EQZ3>1,9%'B*TEF'BJJ,4V"MUESF M/4;*<-C+PPWIZ_FW9,UW0=/T&>PU6"/4+F_C;M'3R MV[*)0&5+XNO?V\=NQ++,,-(^84W@90O9^PCLMM9K>UEIJVSUU-I%CH\R-J>L M;A:W,#D-)IBQ.!'>RWD8W3;-O1QH5N)2FY%O_H4IS2E.>WBG/P_E_/KY)K]$ MJ_-[OF]RXMW [J4T$T M><^;&OB?*/)^%?%>.4^D-A=O7T?932=-&E+<"V2[ F-Z82_*7]U-QC%I*%W> M4W?MSG&>&<#C^T^E"YUR^F,Y3?,'>B/>QNVL*CCOKX,XQXLUJ;Z%-/\ A*W_ M ,CEO^]36V\Z$GN(GG)O0*P'<)?;)^1'SE/0II_PE;_Y'+?]ZFG.A)[B)YR; MT"G<(>V3\B/G*>A3LI_^DM?U_P#W.4IT_E4]7&G.>_N(GG(_#_F'TQ\3N$OM MD_)#YRGH4T_X2M_\CEO^]33G0D]Q$\Y-Z!3N$OMD_(CYRKL!]QP+1(96L7:O&3M%%RV<(WV*(K)V*676W6T MKJC<=DA+J":UN=GX9K>XCDAGADU M'+%*I22.1#8$,CJ2&!R"#X>-5(]':&2 M.6*\>.2)UDC=8\,CH=Y&4B4$,K<0?#^.126(U%^:=I(N3)&UKYP++-VRA!RYN;H53QVE[9:7HB MRII6RMM9B?D^7,>I2,THA0QPH[RV;>N;RSO+\HUWJ4 MDQCW]S,**J[Y#.0J.J[SD NV-YL+DG=%1)Z%2S^$M?\ R.4[/Y5/@UE^<]_< M-/']D3Z!X.%67<,>VC\D/'_*>/\ GIZ%1/\ A+7_ ,CEO^]33G0D]Q$\?V2; MT"G<,=';1Q_Z+K][E/!]/ ]"FG_"5O\ Y'+?]ZFG.?)[B)YQ;T&G<(>V3\B/ MG*>A3L_A*W^O_ W3L]?^%33G/D]Q$\XMZ#3N$/;)^1'SE/0II_PE;_Y'+?\ M>IISH2>XB> MS\7;Q7FG;7/9SD/1LRH_[X/#X>YG'Z=8S7/_ *E4??V?@V: Q_\ 'OY_S4]% MLK^'%/\ DVN_)_9Y[*?FT/9R?[V$\?V8;\VF>,GX?%DS]2JOW\G_ &;_ /OW MXOAZ:KZ+=;CCZ.2?'3I]#:[Y^_%V>WV:@]G%C@^IA,@YSW7/B_U9X?CZ>'&O M/U*BYSZN3T'^#0^//=[.<K4\^3' MIV83W^[#9Z/_ %9X? 1U\.-3]2H.GU=<>H^IKH_^/]'BX=?3FGHMUNWZ.*?/ M_LVO[/53^SWI3FE*TIQ_-Q'/DW']S"_WI\7/J[].?%LY]3"9\/=AL MGHZ3W-SU#PXP,4^I47[^??\ W->+'N]X#UYQ5/1;K_AR3Z]O]K:_Y_>RG7IW MT[-1SXL,?N80XSTZPW6_FJ/J5%^_GH\.S(Z./#U^'A_/TU6ON6Z] M:\_1R2_DUOZ?!_9]\=/Q?#//BPQC9A!X?LP>/AS]BQG/7T9S@] -/J5!C'JZ MZ@/\61U>'[/>'\_7Q%/1;K_AR2]?^#:_M]?6?5T'9R>N@ M_8J ?PZSU?XL@<,]'K]3T6ROX<4_Y-KOQ?N]_+\?'=J>?-_O93Q?9<_B^QF! MX >/O5/U*H^_H]/WM?\ W[P?TT]%LK^'%/C_ -FMW//R]IT^+3GR?KV97X-7 M/A/^K1GIZSCQ==3]2J,_X]''@]30_7U;$X3V4B\(,I 7#2YB MYL7M=$AD26[TNVOV$M^Z/O8FOC:#:I>W6HZCV0Y[R^O)7GN;JXV=,DTTTA)9W9M>X]0"C"JH"J H %K]%LMT_ MMY)\'Q\>BGU*H^_HY_ M[-BV6I7_#DGQT_\-KJ5]O_ ']KW]G70]G-R?\ %A<>/6#G_P , M_%UCA4_4JKU[BW6[LY)^O_!M=V_+WX.OQ>VD'LY,>G9A>C'KP M<_&-,'#KZ/#XE.KGR;[V$ZN'=<^$DX^QG#)/@Z_%DOJ5!P_=T>'_P"6AP][[/,]>*#]B MHH_AT?@V:'ASQSKQ^G5T4]%NMU_MY)_R:W>WCG^SWXJ\\\\UU'/DWWL(/&-7 M/P?O9PP<8Z<<,='%]2H.'[NCCC_!KXL'N]PQPZ/ ,8KJ//K'&HR[OLXJ*HZR6;7P%'1Q)X>')&,:I[GI%;Z4 MJEN-8KV5I2MBK;&+QT@I97K2Y-=M-E45;:TK3B])2ZVM.M+O7Y'9VX979M,' M&#W88C&.K[&'WP./7TU:C]C)9$$KV0E8'H9-FC(O5]JRZZ5(]XXJ:\(;/\68 MEDU\Q.Y!;9".CDJ*1))_"GXL("+6TOJF8>C/.Q-0TY;*41O8I^6CTVEUJJ]G MA/:LW;'6-J>RS?[16(TVVL^X]K*V+\P7K3W%U!T=KI*;6 6\;#>Y4=A.P9LYL?JK:W?:VNT5_;(&TA;G26M+'3[H;Q%Y+:B]NC>31MN&#, MT"P$.ZYG,,T&$9 V9+9/E169S3ZUO6^R4]W?7;Y8G9B18H8@3R=M;1=W2L- MM IW(8EX*,NQ>1G=L,]'E&:]:[B$:U_]E1+N_P#C/GV<=.SM]63Y]L=&S:#A MT=V#\!]:^/ ]'1GCXJP?U,=G_P#B!CWMF''7GW<^G'PXIZ/&,_PAT?9_:J)? M/+K_ #^S4\^^?X-(3XM8;X4]'E&OX1"/\E1 M+LZT^_/KQ3CU=].FG/MU^II,<,_9=O?Z>YGO$9ZS\)CZF.S^_P#'B_49_A$)4Z]/[51*O->O\ ZYTZ]_?W_#J.?4$]]LTG#./LN>'O M_8SAUN M.?4='J:0C&".[## X# ^QAP. SX>OJI]3'9] V_X>/9ASPQC'KY_/FGH\HS_ M B$?@^A42]O%>??G\'=TZ]NI/9U&/\ %I >O[,-C/ G][.DD<4:X_](A'^2HEQTK_ )Y]U?RU]G5S[8Q^ MYM.'AU=N&1U?8P8R /QX\%/J8[/I]7XSX?4N_P"O*>CRC7=N(1[>*?VJB5.G M7O\ ?GT[O9VZ'L[ \3LS'GA@G6#X,=>E^ C X@>/A0_L8[,_P_'2#_BNY_\ MKG@X4]'E&>?_ $AT>SNQ62^#[\N_KS_PXTY]B.G9I/AUANGA_JL9Z.'6/">M M]3'9_?\ _P#RP_P?OYU?'T<:[;#W.6/$W:;!EN-%*D%J77(C[\>U0?K6)VUO M4O19.)ZDZ5LLLMK?>HFE=9;;;==6M+:5X#L[%B%&S<9;CP[LD,>GH'#D:TOO7&6H(6O;Z)6.'%S6B[ M5SB]<[,FIZEITUEIVF+I$\^$:]6^:ZECA((D$"]J6W)3,,*L^\QC7>W$$A62 M/:ME_P!C1HVC:S:ZGK>O-M%:6A,JZ6=)&GV\]PI!A:[,B*74\2/8(TGMEEZMU MMJ=SY]RV9[)=CLMIZV5CLNLDSXDO;V75AVQ>W&.^EE M8:82$R6$4()6)"0"[EY'R6W'8.UC;S6'U35-O>1@C#0Z9I<.SA-EI=GO I;V MZ=WE#.0J]L7!59+B0!B$C2**.(/1;+?AR3IZ_P"UK=7K\'O^I[?7K9.?-^O9 ME?%C5S\1^Q@X?G K3/J51]_7_P M?_?^%/1;+?AQ2Y]N-;OG[U[^GP=O&G/F M^/\ %E<\?WX;'_AGX^&.@4^I5'W]'/A]37]&O#QX\'QY>BV5_#BG_)M=\5/W M>^KCK^3NTY\GQCU,)T$>NY_/IGO9S\1I]2J/OZ/7_!H=9\6O?C^&GHMEOPY) M<\\_X-;NWK7[_N^M:^KU\5KV.?)L8]3"8\!U@D?"#IG'CCCP(QGKQ3ZE4#HV MZ(__ *U_/]GN/ #WJKZ+=;\.2?/7I7&MU?R^_P"]GJ]79QSJ!V<2,?N87(Z/ MLPW#WCW,X<,]77CHSE]2HOW\G'_9KC\?=[AQ)^ XJGHMU_PY)_R;7_'_ -_? M@^#C0]G%CC]S">>&\7@TP4^I47[^3_LU^;N]],GJ)S7T6ZW=G%.E:\_^&UU: M<5_^/?@_IYTY\GQQV94G/7K#8_\ #/#XNO'1PI]2HOW\\?#ZFAU='1KP\7\U M4]%NMU_MXI^S^UM?[/\ U]]GYO5H.SDP_@PG3GUX8#QG'T_I_'J>?)CT[,+PZ,:P3Q^'3/B M\'6#3ZE1>O;H\,X_]C\]/J51G/JZ/P;-8/5_K_ (] ZJOD;]S"#L#HM[)LL+R$ M"U=V+DP;&&5 N2C9/FZK*PQ66E+F%BU]+;%UTV*R_B/&6M[FZ]Z;A&VONS=> MSV=Q#9:%%9W4D92&[DU W2P.>'*]K]HPB5EXE%:14#A6=70-&U_IG[%O3[:_ MM)]4VMGU*PAF62ZL(=&&GR7<:<>0[<&JW1@21@!(Z0,Y3?6-HV9729^U>ZU7=GFWWWQ'&C:?,88L@-(HF M=I9 '=RJQ)'N^WO8W^UK=7\7]GM/SZW'GR?A^YE0 ", M=V">'C!TSCU=8Z_#7.3^Q5'5MT?]FO\ []]/C!>BV5_#BG_)M?[>G[O>_IIS MYOU;,)YX/#P?O7QQU= Z>%/J51]_1_V:'Z^^+X^/\6*>B MW7_#DG[><:W=M>W_ +_=>SI^M=.?)N'[F5.,?OP>!'7ZV=0ST8SDYI]2H/OZ M/0!_BUCH][7^CQ@#UX/#P MX^QG #J Q[XI]2H/OYZL<=F<]>?=_H\ ZJ>BW6[LY6?!]#:_CV=D]I^+\M-. M?)OO83/7]F#QX8SGN7T]7$'(X9H?V*BG^'/A_@T.D]?K]2GN6ZM/_'%/XL:W M?/VG%>SX>O=73GR<@@[,KU=&L'' YXCN9]#QZ0*']BHIZ=NC_LT.(\'K]].G M&<$=2_W,-%)V@P4SVR3?.D'+INSNQW2UTX;,[VJ+QPBA=/\ QJJ#55\Q3W3W+=;\.2?;TXQM=TI\O> MWU\4Z_'73GQ8].S" D\<:N>/C)[FC)Z?C\?#U]2HO7MR?]FAXNG[/<>CWO%P M%4]%LMT_MY)_'C6^OP_]_J=_Y_9UD=G)A_!E1P X:P1CIZ/L9U= Z,>#@!3Z ME4??T1T<1LT.K_OX_!X*^[;W+BRQRWN>9LN7:6K)7.D6^/*-7*S>E]M5TD'" MDV=I-UE$_"M274:NK$KZVWWMUK:53N\2=G&8I((]FXUD,;"-GU5G19".]9XU MT]&9 <%D61"P! ="=X>XOV*T(EC:?;>62$.AECBV>2*1XPPY18Y7UJ98G=,J MCM%(J$[QC?!!]-H!C^*8QBHN&PP4B)!B4:)HH)TI* M4\:[=K5JHLI7GZFRVRRWBFIZI?:S?3ZCJ4[W%W"C_ "8XU'>QQ1CO M8XUPJ*, =)/U!H&@:5LQI-IHNBVB6>GV:;L4:<7=CQDGGD/?37$SY>:9R7=C MQX 9GJPK,UY\[E93;!E\JS:YE4E9#XL1E-PZQ>UI>0MC\/3+596NZHN*-KG M5&ER%KBK=>B-;Z*515\#P*],T-^3T2V?&=R.Y?'1G=GG.,^/% 6'O(P4=7 7ZECA@R\G7(BENT: MQRO-:3W,B),I,#0PB7DWP"\P!" )(0I8$, &X@UG4M]TVP<.V[2?.$'\&7ZVLG;!23O)"XMPS,J1I(< MS$!0(6=7!8;VZ.-;%;5-P!;<;CHE-R\+ Q%8=*24;;.X3E"+YEQU,63)F.>( M2N Y%BJ ]L; N_+[V*R!0&!-#"H]^Q>C+;4D7*]Y8W37<32-&L95R@,NM/U[J5YYZ=>GLYKJ\JTIQW=]:]O3LYX]O?QV=W/;32E*<<]>O6G M//M[?C]5:UIV:4IV<<]WY._LKTX]GKYYTI5>?53U]:=.:4YZ_GYYY[^M-*52 MM?5^>OZ\=]*=OKTI3_AQ\7Q]G=3X.[BM-*4[/S<]>RO?TKZN[\=.=*5#>Y7= M5D[;# \;.,;MXJX4FDJGZ)BDG%/B=ME@ 7!;V-6=&1855&MU3+ORCQE5Z*4H MCX-$ZV5K?PSLL:]>Z%>Z<]FENYN(&23MB-W $;L5W=R6/!RQSG.>&,8XX3:G M;36-CM(TJ324LV-_J.J)/VW"\P MH=/:/D]R:+=.9GWL[V>]QC!SIMZ6'=#] MSL4_)0[\[MPZ=\A/Z53GNVQ] MBT;R*?TNGI8=T/W.Q3\E#OSNTYP=<]AT[Y"?TJG/=MC[%HWD4_I=/2P[H?N= MBGY*'?G=IS@ZY[#IWR$_I5.>[;'V+1O(I_2Z>EAW0_<[%/R4._.[3G!USV'3 MOD)_2J<]VV/L6C>13^ET]+#NA^YV*?DH=^=VG.#KGL.G?(3^E4Y[ML?8M&\B MG]+IZ6'=#]SL4_)0[\[M.<'7/8=.^0G]*ISW;8^Q:-Y%/Z73TL.Z'[G8I^2A MWYW:PZ=\A/Z53GNVQ]BT;R*?TNGI8=T/W.Q3\E#OSNTYP=<]AT[Y"?T MJG/=MC[%HWD4_I=/2P[H?N=BGY*'?G=IS@ZY[#IWR$_I5.>[;'V+1O(I_2Z> MEAW0_<[%/R4._.[3G!USV'3OD)_2J<]VV/L6C>13^ET]+#NA^YV*?DH=^=VG M.#KGL.G?(3^E4Y[ML?8M&\BG]+IZ6'=#]SL4_)0[\[M.<'7/8=.^0G]*ISW; M8^Q:-Y%/Z73TL.Z'[G8I^2AWYW:PZ=\A/Z53GNVQ]BT;R*?TNGI8=T/ MW.Q3\E#OSNTYP=<]AT[Y"?TJG/=MC[%HWD4_I=/2P[H?N=BGY*'?G=IS@ZY[ M#IWR$_I5.>[;'V+1O(I_2Z>EAW0_<[%/R4._.[3G!USV'3OD)_2J<]VV/L6C M>13^ET]+#NA^YV*?DH=^=VG.#KGL.G?(3^E4Y[ML?8M&\BG]+IZ6'=#]SL4_ M)0[\[M.<'7/8=.^0G]*ISW;8^Q:-Y%/Z73TL.Z'[G8I^2AWYW:PZ=\A M/Z53GNVQ]BT;R*?TNO4_8KF&?;H( 8REE?WMJNH[.'T8BX>/"W(\6Q48! A) MV==MWA,KQMK^I[8Z5/K6M=J-):ZC+9V<%K"\4,1B MM[>5[AT>27?G;MD)&^?K4:MR>#+)F;=T.7Y5AZ 1Q?'XH 4R)DG*F,L,P*LM MH_NAX:29-E3*/VRF5MQ3L>5) HF*5*21R!%DA)&3+#&\:9&0KDNF69;173JU MT*;J,E[:)_+H!N?<1[*@(5AU//H[*&$\;E(,YCN/ &0X[C[+CO(&/)#DR?*5 M$8QMF<8GRLFB\F=D2D&]]:*4)6,0ZCF4*5BR/NCB24YF<@\VV@]NV'\ M_?1$9QZ+#BD.@DYR?N"B)3*T[8G\CC"RF.SD+QE$LDPX'&XL2R,PABTF,2B- MLB":<>'J5*8'W0+%I J5ND\"REC;'K25;C82#S%.6D":X]F$GVKO)ZCEP6!M M!S\[-&UPX;BW)$A#.)+#X^V. (5('S)6[R2B2BE1[%_=$W*T>S-,9QM_R/$X M_!,S1'&D41+R'"42<*#)/MTQUG-P]R-)9QFD% ($4!UEZXX@G()2&:.[S4, M1[S_ "BLG9AE*FZ1;M@)C9]'MTF)V-Q-'*@+&*&(14L1M;6.)MG*7Q;&V,1D ML3#/WR:3!*=S4"UDJH4J]0H/2?KBR;E'R=Y>I5AF._/#F,1QI*:M9U?(H5,\ MK0.8@V$<&+R-@OA^'#)B2F*@-F>7_L9G@V6XILQ_:Q<.RI4IF[%PMX+&*&"5 MX=2K5)_="<:XW&28AF+&.:,3N(%(XS'Q*;)J8NG$]' MEPF63P9QBZ$+11[('R^6G Z#F!XAX28N%U*PPA[J#@5IDM;#3MF9B\_L-!\> M/6'TW48S+)@@S*SW*9!=K4R(BQF816$'<;-ID\OCR$X749$ MW;!2OOB7W0H/*<>XND(((((!!! -4IH8IXVCF4.AP>L%64Y5T92&21& 9)$*NC@,C!@" M/!C-WNC6YC$&7,AXQ978V-,(1*BL?'EB<5*7$R YDXK:/=$[F4E9L[B2K.Y" MXA M5*(B[;'V+1O(I_2Z>EAW0_<[%/R4._.[3G!USV'3OD)_2J<] MVV/L6C>13^ET]+#NA^YV*?DH=^=VG.#KGL.G?(3^E4Y[ML?8M&\BG]+IZ6'= M#]SL4_)0[\[M.<'7/8=.^0G]*ISW;8^Q:-Y%/Z73TL.Z'[G8I^2AWYW:PZ=\A/Z53GNVQ]BT;R*?TNGI8=T/W.Q3\E#OSNTYP=<]AT[Y"?TJG/=MC[% MHWD4_I=/2P[H?N=BGY*'?G=IS@ZY[#IWR$_I5.>[;'V+1O(I_2Z>EAW0_<[% M/R4._.[3G!USV'3OD)_2J<]VV/L6C>13^ET]+#NA^YV*?DH=^=VG.#KGL.G? M(3^E4Y[ML?8M&\BG]+IZ6'=#]SL4_)0[\[M.<'7/8=.^0G]*ISW;8^Q:-Y%/ MZ73TL.Z'[G8I^2AWYW:PZ=\A/Z53GNVQ]BT;R*?TNGI8=T/W.Q3\E#O MSNTYP=<]AT[Y"?TJG/=MC[%HWD4_I=/2P[H?N=BGY*'?G=IS@ZY[#IWR$_I5 M.>[;'V+1O(I_2Z>EAW0_<[%/R4._.[3G!USV'3OD)_2J<]VV/L6C>13^ET]+ M#NA^YV*?DH=^=VG.#KGL.G?(3^E4Y[ML?8M&\BG]+IZ6'=#]SL4_)0[\[M.< M'7/8=.^0G]*ISW;8^Q:-Y%/Z73TL.Z'[G8I^2AWYW:PZ=\A/Z53GNVQ M]BT;R*?TNGI8=T/W.Q3\E#OSNTYP=<]AT[Y"?TJG/=MC[%HWD4_I=1#D??YN M$R3)L=3!Z1C<8D.,"18G&B$/$OAM5+SB(YN49F$2!WELI'>)[:.1=[E0JR)*LDTJR1LJ ,F ""0< MYX8'5NR?M3JU[I.H/-:V=UHTL\UI)8PO$&[9$*S1W"232I-#(L*J\3#=9696 MR",?H!VA[EV.Y_%R4PM!NX_(0SN@"7#ZM7?F:AY%LBY5<1XHM;+.L:F&2B12/4B*T@;B%G96T@[./6EY=G2RYXYF31H MVCMD1U0V]G/:LRPKF;EH$AY1L,IRI4M@ELY(+#IKRFKRJ]R[1M(+B\@NU1IV M(A%O<-.(DRIR'!5,@* %!(/ #B)]SRG+)"2GW.[&:I99^ASA#$&.A,MCYP1D1E/)C0Z[$!I*+5W,DM MR%5GCE*JT+1[BF(J"48$DL3FI_VC;4&VUT=E5=Q,1TSEN9,AUR/,GL7QX Q% M V11*.!(LU:0[&,9>$A,<0N'@V[HR]O*%"TC,N'9]O3>-%B-HXX(N2C#RM/*1OLY,DK@ M%CEL*N-U5 X./7V=W'LXKI2G' M=U[^G;7U\=/5Q3GU>KMTI3U=_7U=*_%W]O?UZ\=-*56M>WL[._KW^VG;7GGI MQZ^*5TI5*]>[U4Y^"G9\/]'3II2JT]?MIUZ_S=W9U[:=*4[=*53GK6O?[*\= M:_KV4TI6;J[8\3;D(4%1RD,*DDXA))&J$H,-O@]4;S@Z-6D*K59WVU<4OM%, MZ)T4YHEX-_@4IXR[7)]OM%T_6=0M5OX6E%O;*T6[-+$5:1Y58YB="V0HP&R M1D#-92/8_1-K=,@36H9IEL;Z\:W$-Q);[IN(K02;QC(WLB%,9^UP<=)K'/1? M;2/O7E?RV-_I=:%ZB-G/:]B5_G&GJ(V=]J3>6WG#Q?X:G, MWL+[2O?.-U^E2GN8&T>O9&)57CU3PWM*]\XW/Z5/1@;1_O8E7?_WW-]U.OUWKQ3M_'IZB-G/:^<;K]*GHO]H_-:4C$JYIVT]^YOFG9W>-_7X]1ZB-G/:DWEMYXOY; MQ4YF]AO:5[YQN?TJI;[F#M%OK=2V,RFZME? OI;.#5:V7<4KX-U**\VW<5I7 MBO%>*TKV5U/J)V=]J3?#>W?SWP>/KJ.9O8;VE?><;G]*N7HO]I'9[UY7\MC= M:]?_ +WGUZ>HC9WVI-Y;>>+^6\6??J>9O87VE>^<;K\S4]%]M(^]>5_+8W^E MT]1&SGM.;RV\^?IS-["^TKWSC=?I?3JIZ+_:3]Z\K^6QO]+J/41LY[3F\MO/ MGJPOM*]\XW7Z5*>Y?[2.Z+RNM.W]VQNO;_P#>ZD[$;.G_ #2;RV[\&/9O MIUTYF]A?:-[YRNOTZ>B^VD?>O*_EL<_2^S3U$[.^U)O+;SY[ZPWM* M]\XW/Z753T7^TFG_ '7EGRV-_!^^_CT]1&SGM.7RR[^>ZL\/!3F;V%]HWOG* MZ_3IZ+_:1]Z\K^6QO]+J/41LX?\ ,Y?++OY[WNCP>"G,WL+[1O?.5U^G3T7V MTC[UY7\MC?Z74^HC9WKM)C__ #;SYZG,WL+[1O?.-U^G3T7VTC[UY9\MSGZ7 M4>HC9SVG+Y9=G^>;\71XJPWM*]\XW/Z5/1?;2/O7E?RV-_I=3ZB=G?:DW MEMY\]3F;V&]I7O1CUQN?TNFGHOMI'WKROY;&_P!+J/41L[[4F\MN_P \V.'5 MU_#3F;V%]HWOG*Z_3IZ+[:1]Z\K^6QO]+IZB-G/:K5NR3-Q]T970:VN5&K5LR*C7KUHW=M$&KQH\ M;.QMS UE]/TJUT>)H=/B9())#+)$TKR'E-Q4Y2,RL<$JJJZEE4@!@=Y=U]GT M+9BQV0@E@T&&X:RN)C/31]!(C'Y7$I**&' M8^=#D+5F)0>W72661I>FID#*HX$2_!#,?QA"#\!(K81>1D#,5V#U@V=R2#U@ ME8F7(Z]TD> D5 %^TC$!EC,$LCR+/F7S60VT* 3R59'J2>F93CB!R%24"\/N M6,;A,9B@?%ILNN[OGD9C$: WY):/GK">D)&RVX_8[KR. M[^9K$?I#]OR5'8L>9W""8,7A83%Y R%&,,%!SF'N2K;' M$<(9)D49"C01H,68XX\DQHD;]X]2 )^Y9/!+\A/\W3MN/V.Z\CN_F:^6:]IL M5R%C3'V!8V"=)XH^F4/Y^R<7E#?(-TR9I2S++B%X\R/R\^G4\Q M!+F)\X!8A\03^2M$+9(Z\4/7QS S=1T?8Y'QN>6XD98.D)F.!Y;CF4C62\QQJ(CX4TX"7Y"?YNG;4KWDRHUBL@Y>K/ M'"CN]RR>"7Y"?YNG;5:YRP^.P]D6P= M9/DQC<(E#$A4A>-<8XT53\W+Q,=1)RR>"7Y" M?YNG; M0DXR(%*20(A(V./93)!Z$PDL(*RN]P871W?S-="-[, M<#1)U%FP-UF]I!XX2PQ)B&*ZW'5,>S6?;?(O"(AB3(DP87Q*IYW)XP)QICQ1 M9H'D(2(R(M"8T:D\7,DQ:#JURR>"7Y"?YNG;W"MX61@(_$$[BB3HG:(RGA0!))5(XAB"?75@U23N'P^R;2J,B7L?(1V;$86 M;(Q25RZ1AW;ANJY9/!+\A/\ -T[;C]CNO([OYFI!D>W^+KQ7'F+8LC(&>,!V MZ![NG'J-4>QSV*R-:CQ5.QE#@#J.H6.W!! M)\T1W?S-;5/9&3=VU9QP 27>K65LL(&V3@*%'7W=*+ MOJ/ZM"SRVRWPK[&HEBYO75\4W7=#DEKGJ#E"W^#5B?"ZLBCHZ0X5CTY 53G& M,KG(IR74KX2UMIFD;@)9XVMX(2<]])RNY+( 2$@CVJ M9GC,LEPN7FY3)"+PU(3"DP*MKR1@BO>Z?O?)6UR;5I:NY544L:M4TFK6RMK= MLFF@DG9;KL^Q^A74\MS<6TTD\\C2RR&[NEWY')9FW5E5%R2<*JA5'!0 *T* M\[$^R&HW5Q?W\%]<7EW-)<74YOYT,T\K%Y9-Q"J(&5_+8W^EU2]1.SOM2;RV\^?JWYF]A?:5[YQNOTJ>B^VD?>O*_EL;_2Z> MHC9T_P":3>]V[>?/4YF]A?:5[YQNOTJ>B^VD?>O*_EL;_2Z#8C9T?YI-Y;>? M/4YF]A?:5[YQNOTJ>B^VD?>O*_EL;_2Z>HC9WVI-Y;>?/TYF]A?:-[YRNOTZ M>B^VD?>O*_EL;_2ZCU$;.^U)O?[=N_#GV;Z>_P :POM*]\XW7Z5/1?;2/ MO7E?RV-_I?R_T:'8C9P_YG+Y9=_/?3)QTTYF]AO:5[TY]<;GXOMNBGHOMI'W MKROY;&_TNI]1&SGM.;RV\^?IS-["^T;WSE=?IT]%]M(^]>5_+8W^ET]1.SOM M2;RV\^>IS-[#>TKWSC<^+^-XOQFGHOMI'WKROY;&_P!+H-B-G1_FDWEMY\]3 MF;V%]HWOG*Z_3IZ+[:1]Z\K^6QO]+J/41LY[3F\MO/GJPOM&]\XW7Z=/1 M?;2/O7E?RV-_I=/41LYT]J3>6WGSWBIS-["^TKWSC=?I4]%]M(^]>5_+8W^E MU/J(V<]ISPOM*]\XW7Z5/1?;2/O7E?RV-_I=1ZB-GB^VD?>O*_EL;_2Z'8C9P_YI-Y;=^]G_#=/T-.9 MO87VE>^<;K]*GHOMI'WKROY;&_TNI]1&SOM2;K_SV[Z_>F^G"G,WL+[2O?.- MU^E3T7VTC[UY7\MC?Z73U$[.]':DWA_Z;>?/4YF]A?:-[YRNOTZ>B^VD?>O* M_EL;_2Z>HC9WVI-Y;=_/>#A[W"G,WL-[2O?.-S^E].O-/1?;2/O7E?RV-_I= M1ZB-G?:DW1C_ *;=_/?3WZPOM*]\XW7Z5/1?;2/O7E?RV-_I=/41LYQ_: MDQS_ *;=^_[-_/3F;V&]I7OG&Y_2_FQ3T7VTC[UY7\MC?Z74^HC9SVG-PZ/V M[>Y6XR,3'&3'&5A6)0ZQW('N5##Z0NC))88 MUM">8@\>:$*KVI%2BJI5/RZY+R)@V26>._*%T6(Y_C;[833I9[);)7M;=7E: M^98XI/4N#0:*8UB82$0@(SCT8CS.QB*% ML;*VIHI4NN45564OKNU[U7;]^Z46>/WJR[QXNLY655OW>VMH+."*VMHD MA@A0)'&@PJJ/QEBTTI32E-*5YJ;R'ST9%MP!(:\=#R(_&,N? M,'[%PJT?,GK3'BZ[5VS=(7)KMG39=--9!=%2Q5%6RQ5.^V^VE:=*T;/<&'!( M/(W>"#@@\M/@@CB".D'J/&N=ZN = M2[N]N^WA3>R\ Y,?8P#[$X_*2T.RYNAFVX%/-N9),E C@#,H^,%71]WAN(A@ MB\CD4T8#C31ZD (7"&X-&YBL1:6%J]]:6@U'=E,"Z>0QE9@C%S M!&JEF< @[O#=X;PN[F.QN;KM!6BY=M1=1)!9I;=KP1B17MF=0HN)"^XB,05+ MKO;P^U,RGMW&:\B3['&+WN1<829YCK?9M#CU^;-M:\J"8CR7',R8ORQ*"N.2 MXE3(,Q5*.(<0 ,%I8'MG#\8<#&H<^=C 9!2YO2N;ZXFDCA,L3M%?60Y>U+I# M(L\4SF-AOL28RJEQOE6#(<*:H"RMXHY9^2G42Z?>N+:[$9GA>WG@02*>20KO MAL(>3RK!P&<8KFP]TEW22U<)%8O!<. II"LC81VU;@KY7&IZ\!QO\R15NJ1,OW3&<0:E#EEE[JQV[K7K[B1I LDZ,;IX.B].9&B>&,@"6:7NAL4;1W&D/GT6D9::;%6Q M)VUDB9 WD6:-FT?R/<.<,GD32"OB<911L*-I.:OQ=]*D$J_9*,)$ MDB,TE@K,'):1P$DW2"B@E1@ARYBBN)'#1E%*DNHE4\%4Y"S)IEE&[LS77)1VMW.\7VLA:VN(HE MW99;:)6619#O!8V,3#&_(,$XA+=]>;L1#-2EK%6&+'!6=MI/*=Q(AG@[&<'9$I"6D+!MYZCEJC^-@(3$VAUZ]H;I2:C< MVZ.L*Y:!=- MMKEG@Y)70RN% 8FK!U(<1'C6^;59 M6];57KR:I M;H^YO8;R*\DST]D-O%64LR!NF0Q:X,Y1CC/(AF)7JXV&G*'LJ2H3'H_,7R4> M-,$BD4C=&H0-:1:E<0PQ3,Z32'3()"Y:0IRDMTL.],BR,I,0?>G?=5R5(!4' M=%U)IMO+/+$JM;H=6FB"!(N4,<=GR^[ QC$GUTJ1"C.T8#!BCN-\[5!M]&Y* M1S$#A:*&MM$QEC_=HTV[5W 1>)3U#4:B@[+JQ"DS@I,4VC, MM!6Y/+BW+FRK.Q^&A6Y=\2)M!Y16,5*-V M3XB_<,[7=&RCQU5&BU^3T^XDN;2.:4()&,BOR>0A*2/'E/1G''&:Q M]_ EM=S01%S&G),ADQO[LL,U:5MQ@S]R#W_.!Y_J O7/-JO7*/\$B_*S5OFRWK=+^&3?DX:Z^-(]GD M3D7.)7*>187+\:2*41QY@.*QN&+1P_CJ*-8TV:R81,CRA%Y9+B!62VK$6+RQ M!&K-O1:M%;4'S<.$UJMDK4[.V*<^RG!Y2 MEAO+,2G&WZ>2W=G,<78K&;.LM-,>DC-^(R S;3BR(0UB/S$BS>C=MZV&L]!9 MM-ILUD1J'WFJO7LE#M)P0D#@%;'T_OQP_-2LM&[$LBG!..(I*F68M] MLVC",/P,XCVY#*#>=%L^Q>$Q^69ROR&[ND^,):+FPR2BHJECIGY>P90ABF3L ML$>6O)_'2I;V91":8Y@:[#$6(<0"LDJQ[&+*3)2?9UEC8N.M$"QQ)"1I%<@* MQ?(2F7I.U)KL[AK-JP&M4*VF"KEY9851\!2M66^W;<>#PQG4?D?'TERF_P H M;;-]$%VZ,0L8*H$]N4T/GQKSF2;N'6XN(FXZ[#9?\E9EZF ]V-'+@ M='Y=# Z\#\W7T_#2I=BV'5$YRRMAFW:51O%N%R'8WES@'D?"6W-"AT\=.F02DFBTYW+ M6EXY%6I-ZX$QMH! FXD[> (VT&,?''$C;]!R8-/R+Q2O/MXMO#E,\D@>:.MP MY:&Q#<_B*9L9 (@[>-,1L3';@CK&Z(H0QOB&]W)0@^#$8Z3*RK&^4\T1 E%( MFPEDHOQQ)G)\:94^GT_KJ\QS*N\R1-<;IS-#_(C7 M+",'W:4W $\<1I]C62$9DS=Y:%[8Q4G/06&2J(61(LJ6@ZB !>22!DI7;V,O M=RT.*;:=L819M)H7:AASZ"KO;C+!H]HH\#D2>5 ],X M-3"U]'SM4?+8N.,JQX;:*;J5[':4II2FE*:4II2FE*:4II2FE*:4II2FE*:4 MII2FE*:4II2FE*:4II2FE*:4II2FE*:4II2FE*:4II2FE*:4II2FE*:4II2F ME*:4II2FE*:4II2FE*:4II2FE*:4II2FE*:4II2M ]Q!L%&">2I)**4K&H_' MW1R0TN:W/[:@A,50?%Z7,;;%;GM+A[=Q2K2B=]7-/V&EE]5.-=,T-E31+9G^ MT6.Y9N&>]6>&#GHP>BN<:VK/K%RB?;L]NJ<<=\T$(7CU<2./5TU! MV.Y[C.=XXQW)(:\#IP7(,(AYR#"5VS4)Y3$YA&&QR+#DXVYM;J,?*HVK95(' M5HG>@V070\FM3:J6696&6"2&)HR@CEB1HT.%[QU#(-PXQWO5CJ/@K%RQRQS2 MI(#RL4DBRG.]AT1LPPV!!Y) G<;,224Q%G>7RH>BBK MT,W\J!F&?@NUYF@LD)F=[EM8V(%'3Q!)2N)K/E8XRHCE>698E:+<9G7>,S+E M?M7RO@D9X-@D=!JFSSLV6>4ED*Y9G)> M/(.#DY9,@''%<\>FN+S&>(I>G:2(8_QO*$7CT@5L?O(I&#:3HB3O0M*D[7:[ M!S8L](7LFU"#VV^Y=W>T0HX44JA9X P6TG$PP/Q+9,<;<6^V.<').!D]>!GH M%!-.G!9IDP ,"1UP .]! (X '@.@9X5<6V-,LLP%<+T\WLE56K3Q*"E]E?0@@#!A#$&&,,(TR-T; MJX.,C X#'0.'14&64J5,DA4[V5+L5.\#;H M!'$ #&*[(B"0>/L HH##(F#&1MZN2CHX1' XU@!(.T'39T_"M&3-%N+>.&[Y MZ@NZ8IH+JHO'22BEUBZMMWH0Q*%"QHH0[R * %;K90!@,02"PXD$@G!-0SNQ M8L[L7 5R68EU!!"L239/2 !\]9($V;,VS;+J.13IV-=-B#9N^3067 M9.$':5EZ"J:EVM5LE19(\^0.*SZ8XX,WD6QZ%8A&YI)K7V#4AKR*%#4R!-V0 MI=R40<.S]CV#EKUF2C1NTL;KCK[2%]ZZR3=2H+=;\<:I@#1LRXE$93;)QLK*8)' A!8>UL>$AM"3"Y=2IWPKF@GF0;4RMAG)V+PS@,$.A M2603&$R*4A9'D+W;:T>UQ3F')Q)BX;M?$N'28.74G9B6,FR ZA!SZ M&T2:DWTB.CD[)$3' HPD]-,U*O8C>=$",I;"B&+\O1N#D,QE,!BLS&F>.%\: MD="QMQ%NN9$VO5*R+;UNKC M&Y!%@6A^.\I@H;)(K6;P/(,F&0]U"9W&J/VC"Y8>6@\VFBT2/VU(CGE8%E)E M ,A>1.72M(I54#)T0BE7^.;B01[+WT'GD!R?$B9%IDI[#)3, <-&,@ML12* M,Q;(#F+-;9&ZF[<<*+RT+02;ED-C &9BW*<@@Q22@'#(F[4J+?IUPPTWF ;- M,$9VQ^*P:Q8.Y_*S_P!!$V'07/B;2\,#@A./ I&[!0Z0;9]R8:=,,EH7D#,95LSP MM[VI,O#\VJY2;Q>#R&&2V*4'BT ^1SS8J0CSJK4<9!+QPVTE1Z.$HZ>"$(X: M>BB;1512KW],]MQHA#75<\8AM;Y#(D!$%5OR'%4[985$R!K$BPX%X92VI%\+ MECYA%235O2]9C)W[&/NK$B[QLS54JP%-W^VH::"1U',N/S9TYE"/X<1$QR4@ MSKX?D"4>^NT($--V!!503>^

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end GRAPHIC 20 g63231g13b01.jpg GRAPHIC begin 644 g63231g13b01.jpg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end GRAPHIC 21 g63231g99y95.jpg GRAPHIC begin 644 g63231g99y95.jpg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

O MWWTX[] N_M EM[3O6O3*>4]6I?Z<<5_ 0A_W[&_NW")^G'%?P$(?]^QO[MPBM MR+Y=BT6\Y/\ J1/VF36ZI$TU]-Q];1N$4NCVU[5]'>F].:G)3I/LZVG;>][W MOVM:T_C^/_=%TK2?7Z=C;]/7?IZ M^GT;_JPBW-3OVDI5^Q[6M;]/_P =>N$7]PBC,X2622\S^K!R=L9:M59*=D7( M -(BS+6?K1,_198%JXV"/UXU%G5.G B%4510"^,4\O389\9!2>2DI8R?3R*3 M/"*-GRHJWD!;.J$F>05_NP>,+Y4=E:N]5ZBV'J-S-3*=T0+$Y;7*HOI-<$4X MSI9EJQO]2,5W9KZ_Q>71!)H0)KY&QU]_'\?Q_P"71%1[95/(J7P\!6(5:[U( M=@]0[C86((+J" O1_P!#FU1_(R)X_@"5X5U ;8I4FGF97'"9<<2LJ]@ATVIJ M-S)[=8MD421;[%6+(SS:&P=C.+96TTTK2=Q/LZ2@BR1A$PBB%^4I^5 ,^ ESYC5!G'!G3F^A5@W879L^[ M2ZJL6L05CC=16V(]9/)EI?2_[W;JG8ZF]I]C3:];]K5J>GGIP+G-71LDUR9O ML%@ &A"E&TQ?,.1'D\GL@['CV].C1GUZ]>K=.CPOE7+9<;-3%&C&W[4,I'=[ M#A>'CE&/3HPB=S2[NO7W=.G3W]5&G_E'UL^]-KO^^$E_RZRQ?]GZI^5)_P#T MF'[\HI]=(GXFA_UTOW5?D_\ .,;829>';\4:\SJ>TY"V[KKY)>VM2D;8VYI& M^=ITO:-.>UI/M)]KT]/77KZY\$] *D!SG]5!W>$)2Z/E0]_;%WZ?=WX>B^H> MJ!)SA'Y&@W=*,>OMLO=W.S=?N7\'5?$/YQ5:P<2*%3XIUZ2D/'9%ID*ZZ2:V M^D>VF)I[;6N>N:;V[IG2]HTM>D;5[.E*]/7?P#T"JF $K\H-%RB&1X_)4':+ MSBTNG7V[WLW7IU]W7IU]W7HWZ7U/(,A!_(\'[)SAU]MDW7MD\>O3V;W=>G7H MO1_E'UL^]-KO^^$G_P NL]O]GZI^5)__ $F'[\OCZZ1/Q-#_ *Z7[JI(ODV? ME2#7GST#HM))\9%\R:HE.@6ELA N\NU.$US33(GX)<:16 *8J&TN[?\ ?I>D M;7O7N_=)U^ORO/4/TV#P>EG6Q:Y-)[UHM9QSIQK,-AB\K3:36#=W7^3V]K?\ M^OX%*>+YK#F[^Z?9V]'"/IT^WUZO_RZ*83*I4V3")A$ MPB81,(F$3")A$PB81<47R^'W>6OY%.=?E"V9V#Z(_!+?G>_^A65"^H_Q"WT& MM^D50J9;Z@*81,(F$75M\W%^U]Y3?AES'\B6_.8/7[[Z<=^@7?V@2N;TN^XM M;Z57_4S72EG/RM),(F$3")A$PB81,(F$3")A%P+?*Z?NC'DY^$=-_JOHV=O^ ME?P!QW^HN?YG=7.7-_B?3_IA_9@J.#+!443")A$PB[1/F_GW#ED_G!WW\T.< M9R!ZX?&L?S-0_6VU??IS\.-]/M?X"4Q'4OM:7_\ VR?DB7E/*>J'O")A%2F M?_7A+_\ * ?_ ,;8\(JKA%]M?Z1O_;1_Q:PBFZ;_ -&W_L)_X=81?$EW<>/( M?2VIY3++KNF4>NUN[;;4O3:-:TK>U+VGV4^B=[]=Z]-;_8PBB1\!Y]>Z/U.\ M=1NHRZ5SK96-'L@BF;IW6J=S$#!Z+6J_TF]K$CNA!%N+NE=Z+T:^4FQ$9=PG MCRL^,<-5&ITB$;(5P:;^/X__ ,_[D4NF$3")A%;-R_:N:_B:OZ1&$5S81,(N M3+YQI]N#QK_DVN?YT0,Z?] ?O7R+Z?2_9RJF_5'[KR/H]K]8+_R_^?\ P9T)F15..):;3(94XZO3BD-H2XE2EJ2TAQW:4ZUO>]-MK7O\ U)WO M[&>1^YP&[(2)+Q$:(X/!I3D\79HQ_HS.[_@9W]R^R"VW)\UQEQ+S3DN0XVZA+B4N-K= M6I"TI=0VXG2D[UOT6VA6OV%)UO[&?%2,X5:T"0<9(5PQG"3P>4)Q'%I1=X2G M!W9V=G>$Y1?\$G;WK]L/&1S2C)IQD4DHR;JS2B\W=G9I-&3,[.S]),SM^%F? MW+QYD+R711\W1^WQY"?R1@_SRA__ ,Y07K[]YL#\YV/V5U:'I?\ ?#4^AA_7 MKK@SEQ70F$3")A$PB81,(F$3")A$PBXHOE\/N\M?R*OWWTX[] M N_M EJ'O")A%Y40XZ)CT].G?BGV&8SJMR9*FE,QU.K90F*MY45O;:WGE:6 MTRAS>W7-[5OWB_:(O5A%]M_Z1O\ VT_\6L(INF_]&W_L)_X=81?>$3")A$PB M816SOOW MFP/SG8_975H>E_WPU/H8?UZZX,Y<5T)A$PBMTR8FC2E7@QQ\67%L!:4*E2GB M+T1\>M@*3-M/1XB!DQL@EU@1,9<0Y,'[9=5&VE3R'751R):[?4Z(!FVF\6BN MTVL#=QM$;':S8VN@1^YLMB!#U-+EY,,?%W+G28T.-I^0WM^7(8CM>V\ZVA1% M76'V)3#,F,\U(C2&FWX\AAQ#S#[#R-.-/,NM[4VZTZVI*VW$*4A:%:4G>T[U MO"+]<(F$3")A$PBXHOE\/N\M?R*[#V2R4#R4Y !B7IQNBD M()B5U*@N5A"4"Z;&H'6S[73(QN14),TU 'V>JUX=9R 6^AQ_.X<8://4^SD. MIUPC7G\?Q_[(JEPWI]SM7?O("ED;=)O%$K4.MD*Q*5660.Z38GKCTT'::"48 M^J57)C7X(P+49(".<)WV9;@NE=-&V4]4/>$3")A$PB^VO](W_MH_XM813=-_Z-O_ &$_\.L(OO")A$PB MIY8L* BB1PX2'A@@8?,+&#!:9''"Q0L='- M':<>><0VA2M$5B3>S\?&TF!THCU3G0_G923N$-O'SVW4(5#DZ:(KDN.]*JQE2=Z4E4+>TJUO6];UM;>]; MUO7V-ZWK[.MZ^QO6$5SX1,(N3+YQI]N#QK_DUNGYT#_^O_TSI_T!^]?(OI]+ M]G*J;]4?NO)^CV?U@_\ #W]?^]O^:YQ,Z!55IA$PB81=%'S='[?'D+_)&"_/ M*'E!>OOWFP/SG8_975H>E_WPU/H8?UZZX,Y<5T)A$PBM"R_^NN??A?-_,&[X M16/VJ@66[CJ.2IS]?W:.<] '7X,(MKI"/4[$\S7K-4Y8BP2A<,D0B1VQEMG& M!DN,,(JCV$2&=FT+7O6]Z0E M2]ZU^SO2=;WO6O7['KZ:^QG/RM):H_ION?\ \';E_P!E!_W[A$_3?<__ (.W M+_LH/^_<(K7F>6=#7=:]/U7[?[J/5KC$6C<8+[S;DPM17FU)U]-^Q["4P7=+ MWM>E:4I'LI5K:MI(KH_3?<__ (.W+_LH/^_<(GZ;[G_\';E_V4'_ '[A%LV" M+1SX0.=BMO-130L>6C-2-(2^TP1B-2V6W]-K<;T\AMY*7--N.(TO2M)6I/HK M9%5<(F$3")A%P+?*Z?NC'DY^$=-_JOHV=O\ I7\ <=_J+G^9W5SES?XGT_Z8 M?V8*C@RP5%$PB81,(NT3YOY]PY9/YP5]_-#G'_7V?_=Z9R!ZX?&L?S-0_6VU M?GIS\.-_->M?X"?_ .5,1U+[6E__ -LGY(EY3RGBA[PB81,(F$7VW_I&_\ M;3_Q:PBFZ;_T;?\ L)_X=81?>$3")A%C'M//7>LLJ,9F:843%(GP%DA^I,%$V(I_4ALBU9,^+'3"-$@!8 MMVH,>RQNH]@ZXXY-K)\C6D'^\".^UBXAFH6CL24Z(K +LPR6 E;5&FV(S6C? MTLV'B7#T $6X(VCC(%*KU%Z*4JP^6* 3"UQN\)P:/G242Y<9E(6Q#&UH?D-H=4I]#J];3 MK25)3ZZW(<7EG(N.#.'$U#YX[,X$/ 0Z\V),<7C"3N8)9,\8R=ND79O?[V=U MJ]#$RM60YZ-(5N08RB*1)%9X1D[/)F\9(-[W9G][._\ .L#?J/'R<_WN0_\ M'WJ/^-LW?US^>_E+<_N*'[HM=]1W&/Q/6_MV?]=/U'CY.?[W(?\ C[U'_&V/ MKG\]_*6Y_<4/W1/J.XQ^)ZW]NS_KI^H\?)S_ 'N0_P#'WJ/^-L?7/Y[^4MS^ MXH?NB?4=QC\3UO[=G_73]1X^3G^]R'_C[U'_ !MCZY_/?REN?W%#]T3ZCN,? MB>M_;L_ZZS?PKP9\4_&.PF"_#.?:YQ8[4'T,+O"[M=9_P!S,MGG M0,!A.EOESK*%.LLI6[9"C:5/27FX\=K2ES$ZVZ_(=:89;UOVG7G&VD:4M:4[ MCJVJ^&PHQUYR.T;-./M>NW66[,26\UK6])WMQM,S:T>BMZUOVDZ]-[UK]G>$ M7[_5N-^^5A_&$M_:L(O+(IPR4[!?D3#[KHV4N;!7NQ&-;CRG(4PD^WI"DD7J^K<;]\K#^,);^U81/JW&_?*P_C"6_M6$3ZM MQOWRL/XPEO[5A$^K<;]\K#^,);^U81/JW&_?*P_C"6_M6$3ZMQOWRL/XPEO[ M5A$^K<;]\K#^,);^U81:D]I^3N\0?(FY_HA]HY/]?;G]$0 7T\3NE^B2?HD8 MN2Y!A>Z$6<=$]W&7,DJ0KX?WJMO*]MQ6M)])1DQ=,_M-_/#:/V1'Y"2,S]D.O;'I MD(]&ZO\ @ZK$GZCQ\G/][D/_ !]ZC_C;-I]<_GOY2W/[BA^Z+#^H[C'XGK?V M[/\ KI^H\?)S_>Y#_P ?>H_XVQ]<_GOY2W/[BA^Z)]1W&/Q/6_MV?]=/U'CY M.?[W(?\ C[U'_&V/KG\]_*6Y_<4/W1/J.XQ^)ZW]NS_KI^H\?)S_ 'N0_P#' MWJ/^-L?7/Y[^4MS^XH?NB?4=QC\3UO[=G_76Q?!?$+QO\9&[, X+45\Z3:G! M9:SC!%TMLY\BHO9CVUR/;Y&0 M!=O1+H$K0F,$BP!!QPG)ISBS $)G[I,SN\F=_F&7G=H1ZJTTTXYZ>RA6]:1;%8?9\:N'R-N)C@I#^VM^R[IFWV9W;: MO52?9TA>O17IOU2K7[*=^A%^_P"EAXQ_!J?^--J_OG"+\E>+7$U/ MMR55>=M]EI]AMSZU6OU0U)7',?P:G_ (TVK^^<(GZ6'C'\&I_XTVK^^<(LIP*:+%P80R!+/QH(Z)'@PHR+ M"8VB/$B,H8CLIVN8I>TM,MH0G:U*5O2=;4K>_7>R+U_5N-^^5A_&$M_:L(GU M;C?OE8?QA+?VK")]6XW[Y6'\82W]JPB?5N-^^5A_&$M_:L(M*^G_ "8_A'V: M]V'IO3N+-6Z]VN1%E6&Q3[OT2/+)OP1T,3$<>9'6R%";VR.'PXJ=,16M;0PE M2M*H_XVS-^N?SW\I;G]Q0_=%C_4=QC\3UO[=G_73]1X^3G^]R'_C[U'_&V/KG M\]_*6Y_<4/W1/J.XQ^)ZW]NS_KI^H\?)S_>Y#_Q]ZC_C;'US^>_E+<_N*'[H MGU'<8_$];^W9_P!=/U'CY.?[W(?^/O4?\;8^N?SW\I;G]Q0_=$^H[C'XGK?V M[/\ KK:[B/C%Q/QRJ4KGG$:[-H-4?-2K/+KXJVVJ8THR5C0X,DFXHN:)3$+E MQ@\1C6O?I8WJ'_Y-O2].[5%]?:U=^W[?L727K;"@!CEB*$O$-Y/"'0(QPZ1> MVV:4GUVVM"]:]? MLH6A6OUJM;V1?M^EAXQ_!J?^--J_OG")^EAXQ_!J?^--J_OG")^EAXQ_!J?^ M--J_OG"+^Z\8N,ZWK>JU/UO6];UOZTVG]G7V=?\ VSA%ES5:BZUK6B5AUK6M M:UKZPEOV-?L?_6L(KBPB81,(F$3")A$PB81,(F$3")A%9G0ZV1N%(LU8$$FP MQ,X+?'PBSLBU1$C'W]ITB?J31[51K>RY$]-OLKKMQK!73R$:BFQZ]ZDH(M,6 M_%[ID+L/C9;)I\-T!?&2$XK9.UVZ:+A=/M R=5.U5=N@$0X[G\@P7KE0B]0C M1>=/S.K(E+9FV,_U)[H=S%BS=@(M?G.4^7?3>J=LK,>P6NN5R)-Z(0'7:]6G MHS]2E7-JW=>LOCB9H5%LE:U4@&N83VN%D2$GF$JP5TN.J.YMDD;N1$L)EOX_ M^D62_'/QS[_Q/MUCZ')JE,)U;HNB0TU&+]_OUZN5,&3KC%--3EVBY1:R\R\?NBUKR8F=)N FF'0@&@,U$%V%@R)A]CZH?)5'FXBV M7KM8:O\ +ZL'DDICM%&UVMU6L'X-(KP@"W9'PI8^<%1J 1:G\QXWY>]&CF7K M&6O(5FD[I^J=<$FKOUL0T# ]>+TXK8JN/M'(0'3.;67L5/C2>:,3J/0 MCEL"F.4&##-HWPA%BXKQ6\U&7Y;7+G)U0RW]=Y'7H M=*M&E*L5J9ZK5*CT47&M1$.19B!'%QYIJI*"A8+\8&IH8H4R.##6([*B+3KG MW%/)WHXXU=9S5SK((7;98SG=$NG?^Z!;^6Y;: 8ECH];F=>M--%]PJPW?2*' MS.]5]9H /*FH=?ME1EQ$TZU1RY4BVA\+N/\ 9^ 5F;S*^U^AOUI,>ME(5UK% M]+EB4DP*YAR^DS!,BI$: #1%B?256/2&#";+)<>AMC5K%,O3WV1Y%O%A$PB8 M1,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81:PW/S'\ M>>?^0%+\7[7>)(WMG0H8N?4ZDBJ6^;1?R1@XX^\<_Y4F=NG\[=::/\ MQ^425@&"$.Y"9Q0&:G&1":S-LM@J-H#WXKS5'.2M:I7UFL)>[%K33^I-"85/ M%V0<^+Y%T,V\3CB1,69/CJVJJJ_,GQH^%E2HG5!9C4--:4Y$K@:TV!$RY/=LJT:;<*SH="E;/4L87N0K4NL""9:(16/.\_O&T=2;7>W[. M5F"*N)O-@2D (V=!X#3';NV/)AS5?:(U1C71T<\M3O+81^PA"%YV,D,!XKL MF/*9CD615>6G D'H%75=9^K$7/.U<(%U1>AK(6"P09DP:>%5N.W5%JLDFFEA M\T+T'8'Z1:YT*V:I72C,^CU7GMF=># AD< M=9'>E]%$\S @JF0L1P#&,$()TX+D'R.EL5H5"DO1_IV0:&&A(PBL+?GSS9;0 MB3#HU_+#[(6H]*K!<'.Y@;"6+K/1*QSJXU7E8HL,Z/*AOFB%>ZC5Y_UJVXGF M[>T&8Z[IJ0.2U)(LIR_+3C(&AU:_7='7JQT:!8 M6Z'#MPZ#'HEAC2AMDL;1&34HR(SA1@_)#;;(K(JK5?*7A-VLM4K<(=5^@!A%#MY0I0+-+$7. / S9DH$U']R MXZ19U(SXHH?.*3G-LPAL.5/F.Z;<=VU%AL+D2'---)6ZYM#+:U:;:0MQ>]>R MA*E;UK9%J_U/R_YAS*GU*ZZU)L0FX]*WRR ^X9J//QP^Q)H5LZ(X\;L/6+%1 M*X,&_0=0FQ6)#Q7;LTS/%#(;#STES;!%0>?>=G!;R%%G9\ZRT"(:-T4 -5=* M])^#U/Z)SGD'1*ULO8JJY:*A7(4YOME.JL$M8+&-#G;7\9$K) X.6-)D"*X) MOFKXX1(C#VKZ\Y,FC6RD 3(JER#$'HY%IA=67/2?KXF/7(W0)$R /YL2M,@( M)Z&0GPX=.GFGGT)V1?O3O,OQ[ND2GN0+E.'$KD]7(;-?-U"Y##=<)6U%-^K, M&\19 #35(199/0J3!J9:T/B@-SE6@$BH%3J"L!R01;1X1,(F$3")A$PB81,( MF$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$P MB81,(F$3")A%@>S^,/!+EV&L=_L_,P1CL=,C0(=7OLITGHP&C"W2+X]F*AF> MU VB,Z6)+1[Z&[O>Y;FE[5KV-)W-?D.U5RK.)7T; LFW.9+-&+Q\!IS8;3E- MGB\NLF"+KTDW\AOY^NO+E9Y[H=$M01+P&C$-F7=Y!QB\GBT>DF9F9YS_ ?\ M3KQ$?%SC<\C<3D<&8!62[7H/TDI:*U;;0 L0ZW@PD\!"GUDJ-*L/UB&Y .6M MPB%";A!2I*\7HN2'RB=QL$N?IEL%C27\G[XL2ANQ2:"1BQM:J7NU1KG<=O,J MY^"E5&A+:7)-R4^\I=*(%:17%+0O8^IER@?7MLS'%81>Z3X(>,\H=-!N4T[J MN%A$H(< E]#N,ROD)JG9HN:6:G-/JF!@+X MLBNVN^)7%:S=ZST.&)LLVTTLW:['4)9N\W U#K1N_P"C+W1" <21,OBH;_02 MQ\G8[E[$/V#=B7&+2$Z?@0?AB*_[IQFDWHO,L1;5C'6.97PM938:O;;)53$( M97;:Q>!"8$P"3@*CN1[)&9E2=^RMHM"]^$,LD ]MC;>$B5>"-Z;!T]875-=4CQ*55F=]"<4[9GM"=+?GN.$3" MR)%?<_QJX^3JH.F3Z[-E Z_6;K4X:7K%85D)(WHTB#.O,HL7V3V3,G+.2@-% MB]@)RI1B46?G$5S?BYTMUXBT*%K6:9'G: ,VN!(C@0\*SLTT+$JVB*62;#C$8RK2O16_3>M_9PBQTGC?.&W M::['K;$3ZA769T*LM19<]IB';9]'L_.91-]C4K;<_3E1N!X;\).3(AH7)9G( M83.AQ)#)%AKH?A#XW]4Z _TV\4>4:MDNT@KE/D+LUE8'SCE:9YDP(<:$+8.QR<>9*9=(J7OP,\;GC 2PD:[;C9X +'@81FP=- MZ&=*KKH-MMJLUV00*625+4#K"6MK##F7F6-2)9>603/EV"POE2*I /"/Q^K9 M 45'A;>X3'%ZJ8G3R/2K^3EVMZA2*-*Y_$N[TZQ/KMXRBO XML 22 d63231d10k_htm.xml IDEA: XBRL DOCUMENT 0001629137 2020-01-01 2020-12-31 0001629137 2020-12-31 0001629137 2019-12-31 0001629137 2019-01-01 2019-12-31 0001629137 2018-01-01 2018-12-31 0001629137 2017-03-01 2017-03-31 0001629137 2018-08-01 2018-08-31 0001629137 2020-10-01 2020-12-31 0001629137 2020-07-01 2020-09-30 0001629137 2020-04-01 2020-06-30 0001629137 2020-01-01 2020-03-31 0001629137 2019-10-01 2019-12-31 0001629137 2019-07-01 2019-09-30 0001629137 2019-04-01 2019-06-30 0001629137 2019-01-01 2019-03-31 0001629137 2017-03-31 0001629137 2018-08-31 0001629137 2019-10-01 0001629137 2021-02-18 0001629137 2020-06-30 0001629137 2018-12-31 0001629137 2019-06-01 2019-06-30 0001629137 2018-12-01 2018-12-31 0001629137 2019-07-31 0001629137 2019-01-31 0001629137 2019-06-30 0001629137 2019-01-01 2019-01-31 0001629137 2019-07-01 2019-07-31 0001629137 2017-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember 2020-12-31 0001629137 gbt:EmployeeStockOptionsAuthorizedAvailableForFutureGrantsMember 2020-12-31 0001629137 gbt:EmployeeStockPurchasePlanMember 2020-12-31 0001629137 us-gaap:EmployeeStockOptionMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember 2020-12-31 0001629137 gbt:MarketConditionAwardsGrantedToEmployeesMember 2020-12-31 0001629137 gbt:TwoThousandSeventeenInducementEquityPlanMember 2020-12-31 0001629137 gbt:MarketConditionRestrictedStockUnitsMember 2020-12-31 0001629137 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:MoneyMarketFundsMember 2020-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember 2020-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2020-12-31 0001629137 us-gaap:CertificatesOfDepositMember 2020-12-31 0001629137 us-gaap:USGovernmentDebtSecuritiesMember 2020-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:CertificatesOfDepositMember us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:CertificatesOfDepositMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentDebtSecuritiesMember 2020-12-31 0001629137 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentDebtSecuritiesMember 2020-12-31 0001629137 us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001629137 us-gaap:DomesticCountryMember 2020-12-31 0001629137 us-gaap:DomesticCountryMember gbt:OperatingLossCarryforwardExpirationYear2037Member 2020-12-31 0001629137 us-gaap:DomesticCountryMember gbt:OperatingLossCarryforwardWithIndefiniteExpiryPeriodMember 2020-12-31 0001629137 us-gaap:StateAndLocalJurisdictionMember gbt:OperatingLossCarryforwardExpirationYear2040Member 2020-12-31 0001629137 us-gaap:EquipmentMember 2020-12-31 0001629137 us-gaap:ComputerEquipmentMember 2020-12-31 0001629137 us-gaap:LeaseholdImprovementsMember 2020-12-31 0001629137 us-gaap:ConstructionInProgressMember 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanAndTwoThousandSeventeenInducementEquityPlanMember 2020-12-31 0001629137 srt:MinimumMember 2020-12-31 0001629137 srt:MaximumMember 2020-12-31 0001629137 gbt:RocheMemberMember 2020-12-31 0001629137 gbt:RocheMemberMember gbt:ResearchAndDevelopmentMilestonesMember 2020-12-31 0001629137 gbt:RocheMemberMember gbt:NetSalesAchievementMember 2020-12-31 0001629137 gbt:RocheMemberMember gbt:DevelpmentAndRegulatoryMilestonesMember 2020-12-31 0001629137 gbt:SyrosPharmaceuticalsMember gbt:ResearchAndDevelopmentMilestonesMember 2020-12-31 0001629137 gbt:TermLoanMember 2020-12-31 0001629137 srt:MinimumMember gbt:TermLoanMember 2020-12-31 0001629137 srt:MaximumMember gbt:TermLoanMember 2020-12-31 0001629137 gbt:SyrosPharmaceuticalsMember 2020-12-31 0001629137 gbt:SubstitutePremisesMember 2020-12-31 0001629137 us-gaap:AccountingStandardsUpdate201602Member 2020-12-31 0001629137 gbt:TwoThouasndTwentyMarketConditionRsuAwardsMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-12-31 0001629137 gbt:TwoThouasndTwentyMarketConditionRsuAwardsMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2020-12-31 0001629137 gbt:TwoThouasndTwentyMarketConditionRsuAwardsMember us-gaap:ShareBasedCompensationAwardTrancheThreeMember 2020-12-31 0001629137 gbt:MarketConditionAwardsGrantedToEmployeesMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember 2020-12-31 0001629137 gbt:TwoThousandSeventeenMarketConditionRsuAwardsMember 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember 2019-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2019-12-31 0001629137 gbt:EmployeeStockOptionsAuthorizedAvailableForFutureGrantsMember 2019-12-31 0001629137 gbt:EmployeeStockPurchasePlanMember 2019-12-31 0001629137 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:MoneyMarketFundsMember 2019-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember 2019-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2019-12-31 0001629137 us-gaap:CertificatesOfDepositMember 2019-12-31 0001629137 us-gaap:USGovernmentDebtSecuritiesMember 2019-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:CertificatesOfDepositMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:CertificatesOfDepositMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentDebtSecuritiesMember 2019-12-31 0001629137 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentDebtSecuritiesMember 2019-12-31 0001629137 us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001629137 us-gaap:EquipmentMember 2019-12-31 0001629137 us-gaap:ComputerEquipmentMember 2019-12-31 0001629137 us-gaap:LeaseholdImprovementsMember 2019-12-31 0001629137 us-gaap:ConstructionInProgressMember 2019-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanAndTwoThousandSeventeenInducementEquityPlanMember 2019-12-31 0001629137 us-gaap:SecuredDebtMember 2019-12-31 0001629137 gbt:SubstitutePremisesMember 2019-12-31 0001629137 us-gaap:AccountingStandardsUpdate201602Member 2019-12-31 0001629137 gbt:TwoThousandSeventeenMarketConditionRsuAwardsMember 2019-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001629137 srt:MinimumMember us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001629137 srt:MaximumMember us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001629137 srt:MinimumMember gbt:EmployeeStockPurchasePlanMember 2020-01-01 2020-12-31 0001629137 srt:MaximumMember gbt:EmployeeStockPurchasePlanMember 2020-01-01 2020-12-31 0001629137 us-gaap:ResearchAndDevelopmentExpenseMember 2020-01-01 2020-12-31 0001629137 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2020-01-01 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanAndTwoThousandSeventeenInducementEquityPlanMember 2020-01-01 2020-12-31 0001629137 gbt:MarketConditionAwardsGrantedToEmployeesMember 2020-01-01 2020-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001629137 gbt:EmployeeStockPurchasePlanMember 2020-01-01 2020-12-31 0001629137 gbt:EmployeeStockPurchasePlanMember gbt:TwoThousandTwelveStockOptionAndGrantPlanMember 2020-01-01 2020-12-31 0001629137 us-gaap:EmployeeStockOptionMember gbt:TwoThousandSeventeenInducementEquityPlanMember 2020-01-01 2020-12-31 0001629137 us-gaap:EmployeeStockOptionMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember 2020-01-01 2020-12-31 0001629137 us-gaap:USGovernmentDebtSecuritiesMember 2020-01-01 2020-12-31 0001629137 us-gaap:CertificatesOfDepositMember 2020-01-01 2020-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2020-01-01 2020-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember 2020-01-01 2020-12-31 0001629137 gbt:MarketConditionRestrictedStockUnitsMember 2020-01-01 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember gbt:TwoThousandFifteenInducementEquityPlanMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-01-01 2020-12-31 0001629137 us-gaap:EmployeeStockOptionMember gbt:TwoThousandSeventeenInducementEquityPlanMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-01-01 2020-12-31 0001629137 us-gaap:EmployeeStockOptionMember gbt:TwoThousandSeventeenInducementEquityPlanMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2020-01-01 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember gbt:TwoThousandSeventeenInducementEquityPlanMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2020-01-01 2020-12-31 0001629137 us-gaap:StateAndLocalJurisdictionMember 2020-01-01 2020-12-31 0001629137 us-gaap:DomesticCountryMember 2020-01-01 2020-12-31 0001629137 gbt:RestrictedStockUnitMember 2020-01-01 2020-12-31 0001629137 srt:ManagementMember gbt:TwoThousandTwentyMarketConditionRsuAwardsMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember 2020-01-01 2020-12-31 0001629137 gbt:TwoThousandSeventeenMarketConditionRsuAwardsMember 2020-01-01 2020-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001629137 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001629137 gbt:EmployeeStockPurchasePlanMember gbt:TwoThousandFifteenEmployeeStockPurchaseAmendedPlanMember 2020-01-01 2020-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-12-31 0001629137 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001629137 gbt:RocheMemberMember 2020-01-01 2020-12-31 0001629137 gbt:SyrosPharmaceuticalsMember 2020-01-01 2020-12-31 0001629137 us-gaap:LeaseholdImprovementsMember 2020-01-01 2020-12-31 0001629137 gbt:TermLoanMember 2020-01-01 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember gbt:TwoThousandSeventeenInducementEquityPlanMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-01-01 2020-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember gbt:TwoThousandFifteenInducementEquityPlanMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2020-01-01 2020-12-31 0001629137 us-gaap:EmployeeStockOptionMember gbt:TwoThousandFifteenInducementEquityPlanMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2020-01-01 2020-12-31 0001629137 us-gaap:AccountingStandardsUpdate201602Member 2020-01-01 2020-12-31 0001629137 gbt:TwoMajorCustomersMember us-gaap:SalesRevenueProductLineMember us-gaap:CustomerConcentrationRiskMember 2020-01-01 2020-12-31 0001629137 gbt:TwoMajorCustomersMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2020-01-01 2020-12-31 0001629137 gbt:MarketConditionAwardsGrantedToEmployeesMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember 2020-01-01 2020-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember 2019-01-01 2019-12-31 0001629137 srt:MinimumMember us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0001629137 srt:MaximumMember us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0001629137 srt:MinimumMember gbt:EmployeeStockPurchasePlanMember 2019-01-01 2019-12-31 0001629137 srt:MaximumMember gbt:EmployeeStockPurchasePlanMember 2019-01-01 2019-12-31 0001629137 us-gaap:ResearchAndDevelopmentExpenseMember 2019-01-01 2019-12-31 0001629137 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0001629137 gbt:EmployeeStockPurchasePlanMember 2019-01-01 2019-12-31 0001629137 us-gaap:USGovernmentDebtSecuritiesMember 2019-01-01 2019-12-31 0001629137 us-gaap:CertificatesOfDepositMember 2019-01-01 2019-12-31 0001629137 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2019-01-01 2019-12-31 0001629137 us-gaap:CorporateDebtSecuritiesMember 2019-01-01 2019-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanAndTwoThousandSeventeenInducementEquityPlanMember 2019-01-01 2019-12-31 0001629137 gbt:TwoThousandSeventeenMarketConditionRsuAwardsMember 2019-01-01 2019-12-31 0001629137 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-12-31 0001629137 us-gaap:RetainedEarningsMember 2019-01-01 2019-12-31 0001629137 us-gaap:LeaseholdImprovementsMember 2019-01-01 2019-12-31 0001629137 us-gaap:AccountingStandardsUpdate201602Member 2019-01-01 2019-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0001629137 us-gaap:RestrictedStockUnitsRSUMember 2018-01-01 2018-12-31 0001629137 us-gaap:RestrictedStockMember 2018-01-01 2018-12-31 0001629137 srt:MinimumMember us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0001629137 srt:MaximumMember us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0001629137 us-gaap:ResearchAndDevelopmentExpenseMember 2018-01-01 2018-12-31 0001629137 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-01-01 2018-12-31 0001629137 us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0001629137 gbt:TwoThousandSeventeenMarketConditionRsuAwardsMember 2018-01-01 2018-12-31 0001629137 us-gaap:CommonStockMember 2018-01-01 2018-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0001629137 us-gaap:RetainedEarningsMember 2018-01-01 2018-12-31 0001629137 srt:MaximumMember us-gaap:LeaseAgreementsMember 2018-08-01 2018-08-31 0001629137 us-gaap:SecuredDebtMember 2019-12-17 0001629137 us-gaap:SecuredDebtMember 2020-11-20 0001629137 us-gaap:SecuredDebtMember 2020-11-30 0001629137 gbt:SubstitutePremisesMember 2019-10-01 0001629137 srt:ManagementMember gbt:TwoThousandSeventeenMarketConditionRsuAwardsMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember 2017-08-11 2017-08-11 0001629137 gbt:EmployeeStockPurchasePlanMember gbt:TwoThousandFifteenEmployeeStockPurchasePlanMember 2015-07-01 2015-07-31 0001629137 gbt:EmployeeStockPurchasePlanMember gbt:TwoThousandFifteenEmployeeStockPurchasePlanMember 2015-07-31 0001629137 us-gaap:CommonStockMember 2020-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0001629137 us-gaap:RetainedEarningsMember 2020-12-31 0001629137 gbt:MarketConditionAwardsGrantedToEmployeesMember gbt:TwoThousandFifteenStockOptionAndIncentivePlanMember 2019-12-31 0001629137 us-gaap:CommonStockMember 2019-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0001629137 us-gaap:RetainedEarningsMember 2019-12-31 0001629137 us-gaap:CommonStockMember 2017-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001629137 us-gaap:RetainedEarningsMember 2017-12-31 0001629137 us-gaap:CommonStockMember 2018-12-31 0001629137 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001629137 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001629137 us-gaap:RetainedEarningsMember 2018-12-31 iso4217:USD shares utr:Year pure utr:sqft utr:Month iso4217:USD shares us-gaap:OtherLiabilitiesCurrent false FY 0001629137 --12-31 0.1250 0.1250 0.0625 10-K true 2020-12-31 2020 false 001-37539 Global Blood Therapeutics, Inc. DE 27-4825712 181 Oyster Point Boulevard South San Francisco CA 94080 650 741-7700 Common Stock GBT NASDAQ Yes No Yes Yes Large Accelerated Filer false false true false 1606100000 62156860 494766000 302237000 66126000 307732000 17500000 2637000 40223000 1277000 12599000 9422000 949000 4692000 632163000 627997000 37882000 27113000 85030000 50722000 52775000 2436000 2395000 799000 789000 724002000 796099000 19078000 10621000 31133000 41358000 23985000 17578000 4836000 1896000 79032000 71453000 148815000 73559000 79176000 72359000 822000 34000 307845000 217405000 0.001 0.001 5000000 5000000 0 0 0 0 0.001 0.001 150000000 150000000 61898090 61898090 60644380 60644380 62000 61000 1402262000 1316795000 302000 754000 -986469000 -738916000 416157000 578694000 724002000 796099000 123803000 2108000 1986000 48000 155122000 174556000 131307000 210851000 117088000 51435000 984000 8301000 366975000 283391000 182742000 -243172000 -281283000 -182742000 5834000 15591000 8964000 9809000 894000 346000 406000 180000 69000 -4381000 14517000 8549000 -247553000 -266766000 -174193000 -452000 802000 288000 -248005000 -265964000 -173905000 -4.04 -4.57 -3.41 61334037 58321612 51150728 46131723 46000 617051000 -336000 -297957000 318804000 8403826 8000 396026000 396034000 596434 1000 6021000 6022000 255039 1000 -6253000 -6252000 61031 1647000 1647000 192246 369000 369000 30080000 30080000 288000 288000 -174193000 -174193000 55640299 56000 1044941000 -48000 -472150000 572799000 3986890 4000 219667000 219671000 538503 1000 11635000 11636000 368357 -7617000 -7617000 63280 2361000 2361000 47051 157000 157000 45651000 45651000 802000 802000 -266766000 -266766000 60644380 61000 1316795000 754000 -738916000 578694000 525788 13328000 13328000 629857 1000 -5288000 -5287000 98065 4137000 4137000 73290000 73290000 -452000 -452000 -247553000 -247553000 61898090 62000 1402262000 302000 -986469000 416157000 -247553000 -266766000 -174193000 8323000 8605000 4607000 -119000 2057000 661000 1523000 43000 2500000 1327000 71477000 45651000 30080000 984000 8301000 -45000 14863000 2637000 36779000 1277000 702000 3085000 2500000 23000 2112000 1278000 8374000 4499000 -1285000 -10089000 24706000 8031000 6407000 7543000 1457000 -587000 -1482000 742000 173000 893000 822000 33000 -420000 -211862000 -194417000 -135375000 8754000 3460000 4824000 45000 75000 57936000 434919000 361405000 384002000 361473000 181997000 317312000 -76861000 -184157000 219443000 396501000 74799000 72475000 17608000 13857000 7657000 5287000 7617000 6252000 87120000 298158000 397906000 192570000 26880000 78374000 304632000 277752000 199378000 497202000 304632000 277752000 6283000 -59000 85000 467000 10709000 17231000 6000 78000 48000 494766000 302237000 275357000 2436000 2395000 2395000 497202000 304632000 277752000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">1. Organization and Basis of Presentation </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Global Blood Therapeutics, Inc., or the Company, we, us, or our, was incorporated in Delaware in February 2011 and commenced operations in May 2012. We are a biopharmaceutical company dedicated to the discovery, development and delivery of life-changing treatments that provide hope to underserved patient communities. In late November 2019, we received U.S. Food and Drug Administration, or FDA, accelerated approval for our first medicine, Oxbryta<div style="font-size: 85%; vertical-align: top;;display:inline;;font-size:9.4px">®</div> (voxelotor) tablets for the treatment of sickle cell disease, or SCD, in adults and children 12 years of age and older. In early December 2019, we began to make Oxbryta available to patients through our specialty pharmacy partner network. Our principal operations are based in South San Francisco, California, and we operate in one segment. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Need for Additional Capital </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In the course of our development activities, we have sustained operating losses and we expect such losses to continue over the next several years. Our ultimate success depends on the outcome of our commercialization of Oxbryta and research and development activities. Since inception through December 31, 2020, we have incurred cumulative net losses of $986.5 million. We expect to incur additional losses for the foreseeable future to commercialize Oxbryta and conduct product research and development, and expect to potentially raise additional capital to fully implement our business plan. If needed, we intend to raise such capital through borrowings, the issuance of additional equity, and potentially through strategic alliances with partner companies or other transactions. However, if such financing is not available at adequate levels, we will need to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-evaluate</div> our operating plans. We believe that our existing cash and cash equivalents and marketable securities will be sufficient to fund our cash requirements for at least twelve months subsequent to the issuance of these financial statements. </div> -986500000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2. Summary of Significant Accounting Policies </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Basis of Presentation </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Use of Estimates </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The preparation of the accompanying consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of </div><div style="font-size: 10pt; line-height: 107%; font-family: &quot;Times New Roman&quot;, serif; color: black; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">variable consideration and </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">costs and expenses during the reporting period. We base our estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results could differ from these estimates under different assumptions or conditions. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Principles of Consolidation </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Segment Reporting </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We have determined that we operate in a single segment based upon the way the business is organized for making operating decisions and assessing performance. We have only one operating segment related to the development of pharmaceutical products. All property and equipment is maintained in the United States. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Cash and Cash Equivalents</div></div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents, which consist primarily of amounts invested in money market accounts, are stated at fair value. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"/> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Investments in Marketable Securities </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">We invest in marketable securities, primarily money market funds, corporate debt securities, government securities, government agency securities, and certificates of deposits. We classify our marketable securities as <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> securities and report them at fair value in cash equivalents or marketable securities on the consolidated balance sheets with related unrealized gains and losses included within accumulated other comprehensive income (loss) on the consolidated balance sheet. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the consolidated statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> securities are included in interest and other income (loss). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> are included in interest income. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We regularly review all of our investments for other-than-temporary declines in estimated fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in estimated fair value of an investment is below the amortized cost basis and the decline is other than temporary, we reduce the carrying value of the security and record a loss for the amount of such decline. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Fair Value Measurement </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Concentration of Risk </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Credit Risk </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We invest in a variety of financial instruments and, by our Board approved investment policy, limit the amount of credit exposure with any one issuer, industry or geographic area for investments other than instruments backed by the U.S. federal government. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Major Customers </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We have entered into distribution agreements with certain limited specialty pharmacies and a specialty distributor. For the year ended December 31, 2020, our two largest customers represented approximately 92% of our product revenue and approximately 88% of our accounts receivable balance at December 31, 2020. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Major Suppliers </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We do not currently have any of our own manufacturing facilities, and therefore depend on an outsourced manufacturing strategy for the production of Oxbryta for commercial use and for the production of our product candidates for clinical trials. We have contracts in place with one third-party manufacturer that is approved for the commercial production of Oxbryta and two third-party suppliers that are approved for Oxbryta’s active pharmaceutical ingredient. Although there are potential sources of supply other than our existing manufacturers and suppliers, any new supplier would be required to qualify under applicable regulatory requirements. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Accounts Receivables, net </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accounts receivables are recorded net of estimates of variable consideration for which reserves are established and which result from discounts and chargebacks that are offered within contracts between us and a limited number of specialty pharmacies and a specialty distributor in the United States. These reserves are classified as reductions of accounts receivable. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We estimate the allowance for doubtful accounts using current expected credit loss model, or CECL model. Under the CECL model, the allowance for doubtful accounts reflects the net amount expected to be collected from the account receivables. We evaluate the collectability of these cash flow based on the asset’s amortized cost, the risk of loss even when that risk is remote, losses over an asset’s contractual life, and other relevant information available to us. Accounts receivable balances are written off against the allowance when it is probable that the receivable will not be collected. Given the nature and history of our accounts receivable, we determined that an allowance for doubtful accounts was not required at December 31, 2020. </div></div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Inventories</div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Inventories are stated at the lower of cost or estimated net realizable value, on a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">first-in,</div> first out, or FIFO, basis. We use actual costs to determine our cost basis for inventories. Inventories consist of raw materials, <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">work-in-process,</div></div> and finished goods. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We began capitalizing costs as inventory when the product candidate received regulatory approval. Prior to regulatory approval, we recorded inventory costs related to product candidates as research and development expenses. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We periodically assess the recoverability of our inventory and reduce the carrying value of the inventory when items are determined to be obsolete, defective or in excess of forecasted sales requirements. Inventory write-downs for excess, defective and obsolete inventory are recorded as a cost of sales. There have been no write-downs of our inventories for the periods presented. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Property and Equipment, Net </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which is three years for computer equipment and five years for laboratory equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Depreciation and amortization begins at the time the asset is placed in service. Maintenance and repairs are charged as expense in the statements of operations and comprehensive loss as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in operations. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Impairment of Long-Lived Assets</div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We evaluate our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. There have been no impairments of our long-lived assets for the periods presented. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Restricted Cash </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Restricted cash consists of cash deposits held by our financial institution as collateral for our letter of credit under our facility lease. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Accruals of Research and Development and Manufacturing Costs </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We record accruals for estimated costs of research, nonclinical and clinical studies and manufacturing development. These costs are a significant component of our research and development expenses. A substantial portion of our ongoing research and development activities are conducted by third-party service providers, including contract research organizations and contract manufacturing organizations. We also accrue for estimated costs of manufacturing activities for inventories. These costs are a significant component of the cost of our inventory. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We accrue the costs incurred under our agreements with these third parties based on actual work completed in accordance with agreements established with these third parties. We determine the accruals for research and development costs through discussions with internal personnel and external service providers as to the progress or stage of completion of the clinical studies and the agreed-upon fee to be paid for such services. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accrual for contract manufacturing activities is based on an estimate of manufacturing activities completed to date, contractual rates, and amounts invoiced and paid to date at the end of each reporting period. We determine the percentage of manufacturing activities completed to date based on discussions with the contract manufacturing </div><div style="font-size: 10pt; line-height: 107%; font-family: &quot;Times New Roman&quot;, serif; color: black; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">organizations</div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">, oversight of the manufacturing activities and anticipated timeline. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As actual costs become known, we adjust our accruals. We have not experienced any material deviations between accrued costs and actual costs. However, actual clinical and manufacturing services performed, number of subjects enrolled, and the rate of subject enrollment may vary from our estimates, resulting in adjustments to research and development costs or inventories in future periods. Changes in these estimates that result in material changes to our accruals of research and development and manufacturing costs could materially affect our results of operations or amounts of inventories capitalized. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Revenue Recognition </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Pursuant to Accounting Standards Codification, Topic 606, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Revenue from Contracts with Customers</div></div>,<div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> </div></div>or ASC 606<div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">, </div></div>we recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">To determine revenue recognition for arrangements that we determine are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect substantially all of the consideration we are entitled to in exchange for the goods or services we transfer to the customer. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Product sales, net </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Our product sales consist of U.S. sales of Oxbryta, which we began shipping to customers in December 2019. Prior to December 2019, we had no product sales. We sell Oxbryta to a limited number of specialty pharmacies and a specialty distributor, or collectively, Customers. These agreements with our Customers provide for transfer of title to the product at the time the product has been delivered to the Customers. The Customers subsequently dispense our products directly to a patient or resell our products to hospitals and certain pharmacies. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">We recognize revenue on product sales when the Customers obtain control of our product, which occurs at a point in time, typically upon delivery to our Customers. It is at that point that we have a right to payment and that our Customers obtain title and the risks and rewards of ownership. Shipping and handling activities are considered to be fulfillment activities rather than a separate performance obligation. Payment terms are typically <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">30-60</div> days following delivery to our Customers. Because payment is expected shortly after delivery, we do not adjust the amount of consideration expected to be received for the effects of a significant financing component. </div></div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We consider the effects of items that can decrease the transaction price, such as variable consideration and consideration payable to Customers or payer. Amounts related to such items are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. The amount of variable consideration may be constrained and is included in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Revenue from product sales is recorded after considering the impact of the following variable consideration amounts along with the constraint at the time of revenue recognition: </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Rebates: </div></div>We are subject to government mandated rebates for Medicaid Drug Rebate Program, Medicare Part D Prescription Drug Benefit Program, and other government health care programs in the United States. Rebate amounts are based upon contractual agreements or legal requirements with public sector benefit providers. We use the expected-value method for estimating these rebates based on statutory discount rates and expected utilization. The expected utilization of rebates is estimated based on third party data from the specialty pharmacies and specialty distributor. Estimates for these rebates are adjusted quarterly to reflect the most recent information. We record an accrued liability for unpaid rebates related to products for which control has been transferred to Customers. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Prompt payment discounts</div></div>: We provide discounts to our Customers if they pay for our products within a defined period of time after title transfers, which terms are explicitly stated in the contract. We use the most-likely-amount method for estimating prompt payment discounts. We expect that our Customers will earn prompt payment discounts. As a result, we deduct the full amount of those discounts from total product sales when revenues are recognized and record these discounts as a reduction of accounts receivable. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Co-payment</div> assistance:</div></div> We provide <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">co-payment</div> assistance to patients who have commercial insurance and meet certain eligibility requirements. We use the expected-value method for estimating <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">co-payment</div> assistance based on estimates of program redemption using data provided by third-party administrators. Estimates for the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">co-payment</div> assistance are adjusted quarterly to reflect actual experience. We record an accrued liability for unredeemed <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">co-payment</div> assistance related to products for which control has been transferred to Customers. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Medicare Part D Coverage Gap: </div></div>The Medicare Part D coverage gap is a federal program to subsidize the costs of prescription drugs for Medicare beneficiaries in the United States, which mandates manufacturers to fund a portion of the Medicare Part D insurance coverage gap for prescription drugs sold to eligible patients. Funding of the coverage gap is generally invoiced and paid in arrears. We estimate the impact of the Medicare Part D coverage gap using the expected-value method based on an amount expected to be incurred for the current quarter’s activity, plus an accrual balance for known prior quarters. Estimates for the impact of the Medicare Part D coverage gap are adjusted quarterly to reflect actual experience. We record an accrued liability for unpaid reserves related to the Medicare Part D coverage gap. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Product returns:</div></div> Consistent with industry practice, we offer limited product return rights and generally allow for the return of product that is damaged or defective, or within a few months prior to and up to a few months after the product expiration date. We consider several factors in the estimation of potential product returns, including expiration dates of the product shipped, the limited product return rights, third-party data in monitoring channel inventory levels, shelf life of the product, prescription trends, and other relevant factors. We expect product returns to be immaterial. Other than these limited returns, we do not provide any product warranties. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Chargebacks</div></div>: Chargebacks are discounts that occur when contracted parties purchase directly from a specialty distributor. Contracted parties, which currently consist primarily of Public Health Service Institutions and federal government entities purchasing via the Federal Supply Schedule, generally purchase the product at a discounted price. The specialty distributor, in turn, charge back the difference between the price initially paid by the specialty distributor and the discounted price paid to the specialty distributor by the contracted parties to us. The reserves for chargeback are based on known sales to contracted parties. We establish the reserves for </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">chargebacks in the same period that the related revenue is recognized, resulting in a reduction of product revenue and receivables. </div></div></div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Distributor fees:</div></div> Our specialty distributor provides distribution services to us for a fee, based on a contractually determined fixed percentage of sales. We estimate these distributor fees and record such estimates in the same period the related revenue is recognized, resulting in a reduction of product revenue. We record an accrued liability for unpaid distributor fees. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Other revenue recognition considerations </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Oxbryta is our only product. The only performance obligation included in our contracts is the delivery of Oxbryta to our Customers. Therefore, no allocation of transaction price amongst performance obligations is necessary. Consequently, the transaction price determined after considering the impacts of variable consideration is recognized at the time control is transferred to our Customers, which is upon delivery of Oxbryta to our Customers. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Because all sales of Oxbryta are in the United States and because our Customers are each a large distributor with similar variable consideration impacts, we provide revenue numbers on a total basis without further disaggregation. Additionally, we do not have any contract assets or liabilities, other than accounts receivable, related to our sales of Oxbryta. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Cost of Sales </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Cost of sales consists primarily of direct and indirect costs related to the manufacturing of Oxbryta products sold, including third-party manufacturing costs, packaging services, freight, storage costs, allocation of overhead costs of employees involved with production, and Oxbryta net sales-based royalties payable to the Regents of the University of California. Costs incurred prior to FDA approval of Oxbryta in November 2019 have been recorded as research and development expense in our consolidated statement of operations and comprehensive loss. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Leases </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Pursuant to Accounting Standards Codification, Topic 842, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Leases</div></div>, or ASC 842,<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div><div style="letter-spacing: 0px; top: 0px;;display:inline;">adopted on January 1, 2019<div style="letter-spacing: 0px; top: 0px;;display:inline;">,</div></div> we determine if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether we have the right to control the identified asset. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Right-of-use,</div></div> or ROU, assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives received and initial direct costs incurred, as applicable. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. We consider our credit risk, term of the lease, and total lease payments and adjust for the impact of collateral, as necessary, when calculating our incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise any such options. Lease cost for our operating leases is recognized on a straight-line basis over the lease term. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">We have elected to not separate lease and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-lease</div> components for any leases within its existing classes of assets and, as a result, account for any lease and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-lease</div> components as a single lease component. We have also elected to not recognize any leases within its existing classes of assets with a term of 12 months or less. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">ROU assets and operating lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Leases (Topic 840) Prior to the Adoption of Topic 842 </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We enter into lease agreements for our office and laboratory facilities. These leases are classified as operating leases. Rent expense is recognized on a straight-line basis over the noncancelable term of the lease and, accordingly, we record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability, which is included within other liabilities on the consolidated balance sheet. Incentives granted under our facilities leases, including rent holiday and allowances to fund leasehold improvements, are deferred and are recognized as adjustments to rental expense on a straight-line basis over the noncancelable term of the lease. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Comprehensive Income (Loss) </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-owner</div> sources. Our comprehensive income (loss) is comprised of net loss and changes in unrealized gains and losses on our marketable securities. </div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Research and Development </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Research and development costs are expensed as incurred and consist of salaries and benefits, stock-based compensation expense, lab supplies and facility costs, as well as fees paid to other nonemployees and entities that conduct certain research and development activities on our behalf. Amounts incurred in connection with license agreements are also included in research and development expense. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are capitalized and then expensed as the related goods are delivered or the services are performed. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Long-term Debt </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Long-term debt consists of our loan agreement, or Term Loan, with funds managed by Pharmakon Advisors LP, which are BioPharma Credit PLC, as collateral agent and a lender, and Biopharma Credit Investments V (Master) LP, as a lender, and collectively, the Lenders. We accounted for the Term Loan as a debt financing arrangement. Interest expense is accrued using the effective interest rate method over the estimated period the debt will be repaid. Debt issuance costs have been recorded as a debt discount in our consolidated balance sheets and are being amortized and recorded as interest expense throughout the life of the Term Loan using the effective interest rate method. We consider whether there are any embedded features in our debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to Accounting Standards Codification, or ASC, Topic 815, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Derivatives and Hedging</div></div>.<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div><div style="letter-spacing: 0px; top: 0px;;display:inline;">There are no embedded features identified from our Term Loan that require bifurcation and separating accounting. </div> </div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Stock-Based Compensation </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">We measure and recognize stock-based compensation expense, including employee and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-employee</div> equity awards, based on fair value at the grant date. We use the Black-Scholes-Merton option-pricing model to calculate fair value. Stock-based compensation expense recognized in the consolidated statements of operations is based on stock awards ultimately vested, taking into consideration actual forfeitures. </div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Income Taxes </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to our lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We recognize benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. It is our policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. To date, there have been no interest or penalties incurred in relation to the unrecognized tax benefits. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Net Loss per Share</div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given our net loss. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Recent Accounting Pronouncements </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In December 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2019-12,</div> <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes</div></div>. The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2019-12</div> is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and the applicable amendments will be applied on a prospective basis. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Accounting Pronouncements Adopted </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In August 2018, FASB, issued ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2018-15,</div> <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Intangibles—Goodwill and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Other—Internal-Use</div> Software (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">350-40),</div> Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing</div></div> <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Arrangement That Is a Service Contract</div></div>, or ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2018-15.</div> ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2018-15</div> requires a customer that is a party to a cloud computing service contract to follow the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">internal-use</div> software guidance in Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">350-40</div> to determine which implementation costs to capitalize and which costs to expense. The amendments in this update are effective for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2018-15</div> in the first quarter of 2020 and applied the guidance prospectively to the implementation costs incurred in our implementations of various cloud computing arrangements that are service contracts. The adoption of this new standard did not have a material impact on our consolidated financial statements. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">In August 2018, the FASB issued ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2018-13,</div> <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Fair Value Measurement (Topic 820)</div></div>. The new standard modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including removals of, modification to, and additional disclosure requirements from Topic 820. The amendment of ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2018-13</div> removes disclosure requirements from Topic 820 in the areas of (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation processes for Level 3 fair value measurements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Except for certain amendments related to Level 3 fair value measurements, all the other amendments should be applied retrospectively to all periods presented upon their effective date. We adopted ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2018-13</div> in the first quarter of 2020 and applied the guidance retrospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">In June 2016, the FASB issued ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2016-13,</div> <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Measurement of Credit Losses on Financial Instruments (Topic 326)</div></div>, which amends the guidance on the impairment of financial instruments. The new standard adds to </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0in; line-height: 12pt;">U.S. GAAP an impairment model that is based on expected losses rather than incurred losses, which is known as the current expected credit loss, or CECL model. The CECL model applies to most debt instruments (other than those measured at fair value), trade and other receivables, financial guarantee contracts, and loan commitments. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Available-for-sale</div></div> debt securities are scoped out of this guidance. Our investment portfolio primarily consists of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> debt securities carried at fair value. Our accounts receivable are not long term in nature and we do not expect to write off accounts receivable. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We adopted ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2016-13</div> in the first quarter of 2020 and applied the guidance prospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Basis of Presentation </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Use of Estimates </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The preparation of the accompanying consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of </div><div style="font-size: 10pt; line-height: 107%; font-family: &quot;Times New Roman&quot;, serif; color: black; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">variable consideration and </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">costs and expenses during the reporting period. We base our estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results could differ from these estimates under different assumptions or conditions. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Principles of Consolidation </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Segment Reporting </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We have determined that we operate in a single segment based upon the way the business is organized for making operating decisions and assessing performance. We have only one operating segment related to the development of pharmaceutical products. All property and equipment is maintained in the United States. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Cash and Cash Equivalents</div></div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents, which consist primarily of amounts invested in money market accounts, are stated at fair value. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Investments in Marketable Securities </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">We invest in marketable securities, primarily money market funds, corporate debt securities, government securities, government agency securities, and certificates of deposits. We classify our marketable securities as <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> securities and report them at fair value in cash equivalents or marketable securities on the consolidated balance sheets with related unrealized gains and losses included within accumulated other comprehensive income (loss) on the consolidated balance sheet. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the consolidated statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> securities are included in interest and other income (loss). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> are included in interest income. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We regularly review all of our investments for other-than-temporary declines in estimated fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in estimated fair value of an investment is below the amortized cost basis and the decline is other than temporary, we reduce the carrying value of the security and record a loss for the amount of such decline. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Fair Value Measurement </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Concentration of Risk </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Credit Risk </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We invest in a variety of financial instruments and, by our Board approved investment policy, limit the amount of credit exposure with any one issuer, industry or geographic area for investments other than instruments backed by the U.S. federal government. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Major Customers </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We have entered into distribution agreements with certain limited specialty pharmacies and a specialty distributor. For the year ended December 31, 2020, our two largest customers represented approximately 92% of our product revenue and approximately 88% of our accounts receivable balance at December 31, 2020. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Major Suppliers </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We do not currently have any of our own manufacturing facilities, and therefore depend on an outsourced manufacturing strategy for the production of Oxbryta for commercial use and for the production of our product candidates for clinical trials. We have contracts in place with one third-party manufacturer that is approved for the commercial production of Oxbryta and two third-party suppliers that are approved for Oxbryta’s active pharmaceutical ingredient. Although there are potential sources of supply other than our existing manufacturers and suppliers, any new supplier would be required to qualify under applicable regulatory requirements. </div></div> 0.92 0.88 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Accounts Receivables, net </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accounts receivables are recorded net of estimates of variable consideration for which reserves are established and which result from discounts and chargebacks that are offered within contracts between us and a limited number of specialty pharmacies and a specialty distributor in the United States. These reserves are classified as reductions of accounts receivable. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We estimate the allowance for doubtful accounts using current expected credit loss model, or CECL model. Under the CECL model, the allowance for doubtful accounts reflects the net amount expected to be collected from the account receivables. We evaluate the collectability of these cash flow based on the asset’s amortized cost, the risk of loss even when that risk is remote, losses over an asset’s contractual life, and other relevant information available to us. Accounts receivable balances are written off against the allowance when it is probable that the receivable will not be collected. Given the nature and history of our accounts receivable, we determined that an allowance for doubtful accounts was not required at December 31, 2020. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Inventories</div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Inventories are stated at the lower of cost or estimated net realizable value, on a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">first-in,</div> first out, or FIFO, basis. We use actual costs to determine our cost basis for inventories. Inventories consist of raw materials, <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">work-in-process,</div></div> and finished goods. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We began capitalizing costs as inventory when the product candidate received regulatory approval. Prior to regulatory approval, we recorded inventory costs related to product candidates as research and development expenses. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We periodically assess the recoverability of our inventory and reduce the carrying value of the inventory when items are determined to be obsolete, defective or in excess of forecasted sales requirements. Inventory write-downs for excess, defective and obsolete inventory are recorded as a cost of sales. There have been no write-downs of our inventories for the periods presented. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Property and Equipment, Net </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which is three years for computer equipment and five years for laboratory equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Depreciation and amortization begins at the time the asset is placed in service. Maintenance and repairs are charged as expense in the statements of operations and comprehensive loss as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in operations. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Impairment of Long-Lived Assets</div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We evaluate our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. There have been no impairments of our long-lived assets for the periods presented. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Restricted Cash </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Restricted cash consists of cash deposits held by our financial institution as collateral for our letter of credit under our facility lease. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Accruals of Research and Development and Manufacturing Costs </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We record accruals for estimated costs of research, nonclinical and clinical studies and manufacturing development. These costs are a significant component of our research and development expenses. A substantial portion of our ongoing research and development activities are conducted by third-party service providers, including contract research organizations and contract manufacturing organizations. We also accrue for estimated costs of manufacturing activities for inventories. These costs are a significant component of the cost of our inventory. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We accrue the costs incurred under our agreements with these third parties based on actual work completed in accordance with agreements established with these third parties. We determine the accruals for research and development costs through discussions with internal personnel and external service providers as to the progress or stage of completion of the clinical studies and the agreed-upon fee to be paid for such services. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accrual for contract manufacturing activities is based on an estimate of manufacturing activities completed to date, contractual rates, and amounts invoiced and paid to date at the end of each reporting period. We determine the percentage of manufacturing activities completed to date based on discussions with the contract manufacturing </div><div style="font-size: 10pt; line-height: 107%; font-family: &quot;Times New Roman&quot;, serif; color: black; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">organizations</div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">, oversight of the manufacturing activities and anticipated timeline. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As actual costs become known, we adjust our accruals. We have not experienced any material deviations between accrued costs and actual costs. However, actual clinical and manufacturing services performed, number of subjects enrolled, and the rate of subject enrollment may vary from our estimates, resulting in adjustments to research and development costs or inventories in future periods. Changes in these estimates that result in material changes to our accruals of research and development and manufacturing costs could materially affect our results of operations or amounts of inventories capitalized. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Revenue Recognition </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Pursuant to Accounting Standards Codification, Topic 606, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Revenue from Contracts with Customers</div></div>,<div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> </div></div>or ASC 606<div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">, </div></div>we recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">To determine revenue recognition for arrangements that we determine are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect substantially all of the consideration we are entitled to in exchange for the goods or services we transfer to the customer. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Product sales, net </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Our product sales consist of U.S. sales of Oxbryta, which we began shipping to customers in December 2019. Prior to December 2019, we had no product sales. We sell Oxbryta to a limited number of specialty pharmacies and a specialty distributor, or collectively, Customers. These agreements with our Customers provide for transfer of title to the product at the time the product has been delivered to the Customers. The Customers subsequently dispense our products directly to a patient or resell our products to hospitals and certain pharmacies. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">We recognize revenue on product sales when the Customers obtain control of our product, which occurs at a point in time, typically upon delivery to our Customers. It is at that point that we have a right to payment and that our Customers obtain title and the risks and rewards of ownership. Shipping and handling activities are considered to be fulfillment activities rather than a separate performance obligation. Payment terms are typically <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">30-60</div> days following delivery to our Customers. Because payment is expected shortly after delivery, we do not adjust the amount of consideration expected to be received for the effects of a significant financing component. </div></div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We consider the effects of items that can decrease the transaction price, such as variable consideration and consideration payable to Customers or payer. Amounts related to such items are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. The amount of variable consideration may be constrained and is included in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Revenue from product sales is recorded after considering the impact of the following variable consideration amounts along with the constraint at the time of revenue recognition: </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Rebates: </div></div>We are subject to government mandated rebates for Medicaid Drug Rebate Program, Medicare Part D Prescription Drug Benefit Program, and other government health care programs in the United States. Rebate amounts are based upon contractual agreements or legal requirements with public sector benefit providers. We use the expected-value method for estimating these rebates based on statutory discount rates and expected utilization. The expected utilization of rebates is estimated based on third party data from the specialty pharmacies and specialty distributor. Estimates for these rebates are adjusted quarterly to reflect the most recent information. We record an accrued liability for unpaid rebates related to products for which control has been transferred to Customers. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Prompt payment discounts</div></div>: We provide discounts to our Customers if they pay for our products within a defined period of time after title transfers, which terms are explicitly stated in the contract. We use the most-likely-amount method for estimating prompt payment discounts. We expect that our Customers will earn prompt payment discounts. As a result, we deduct the full amount of those discounts from total product sales when revenues are recognized and record these discounts as a reduction of accounts receivable. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Co-payment</div> assistance:</div></div> We provide <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">co-payment</div> assistance to patients who have commercial insurance and meet certain eligibility requirements. We use the expected-value method for estimating <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">co-payment</div> assistance based on estimates of program redemption using data provided by third-party administrators. Estimates for the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">co-payment</div> assistance are adjusted quarterly to reflect actual experience. We record an accrued liability for unredeemed <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">co-payment</div> assistance related to products for which control has been transferred to Customers. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Medicare Part D Coverage Gap: </div></div>The Medicare Part D coverage gap is a federal program to subsidize the costs of prescription drugs for Medicare beneficiaries in the United States, which mandates manufacturers to fund a portion of the Medicare Part D insurance coverage gap for prescription drugs sold to eligible patients. Funding of the coverage gap is generally invoiced and paid in arrears. We estimate the impact of the Medicare Part D coverage gap using the expected-value method based on an amount expected to be incurred for the current quarter’s activity, plus an accrual balance for known prior quarters. Estimates for the impact of the Medicare Part D coverage gap are adjusted quarterly to reflect actual experience. We record an accrued liability for unpaid reserves related to the Medicare Part D coverage gap. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Product returns:</div></div> Consistent with industry practice, we offer limited product return rights and generally allow for the return of product that is damaged or defective, or within a few months prior to and up to a few months after the product expiration date. We consider several factors in the estimation of potential product returns, including expiration dates of the product shipped, the limited product return rights, third-party data in monitoring channel inventory levels, shelf life of the product, prescription trends, and other relevant factors. We expect product returns to be immaterial. Other than these limited returns, we do not provide any product warranties. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Chargebacks</div></div>: Chargebacks are discounts that occur when contracted parties purchase directly from a specialty distributor. Contracted parties, which currently consist primarily of Public Health Service Institutions and federal government entities purchasing via the Federal Supply Schedule, generally purchase the product at a discounted price. The specialty distributor, in turn, charge back the difference between the price initially paid by the specialty distributor and the discounted price paid to the specialty distributor by the contracted parties to us. The reserves for chargeback are based on known sales to contracted parties. We establish the reserves for </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">chargebacks in the same period that the related revenue is recognized, resulting in a reduction of product revenue and receivables. </div></div></div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Distributor fees:</div></div> Our specialty distributor provides distribution services to us for a fee, based on a contractually determined fixed percentage of sales. We estimate these distributor fees and record such estimates in the same period the related revenue is recognized, resulting in a reduction of product revenue. We record an accrued liability for unpaid distributor fees. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Other revenue recognition considerations </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Oxbryta is our only product. The only performance obligation included in our contracts is the delivery of Oxbryta to our Customers. Therefore, no allocation of transaction price amongst performance obligations is necessary. Consequently, the transaction price determined after considering the impacts of variable consideration is recognized at the time control is transferred to our Customers, which is upon delivery of Oxbryta to our Customers. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Because all sales of Oxbryta are in the United States and because our Customers are each a large distributor with similar variable consideration impacts, we provide revenue numbers on a total basis without further disaggregation. Additionally, we do not have any contract assets or liabilities, other than accounts receivable, related to our sales of Oxbryta. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Cost of Sales </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Cost of sales consists primarily of direct and indirect costs related to the manufacturing of Oxbryta products sold, including third-party manufacturing costs, packaging services, freight, storage costs, allocation of overhead costs of employees involved with production, and Oxbryta net sales-based royalties payable to the Regents of the University of California. Costs incurred prior to FDA approval of Oxbryta in November 2019 have been recorded as research and development expense in our consolidated statement of operations and comprehensive loss. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Leases </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Pursuant to Accounting Standards Codification, Topic 842, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Leases</div></div>, or ASC 842,<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div><div style="letter-spacing: 0px; top: 0px;;display:inline;">adopted on January 1, 2019<div style="letter-spacing: 0px; top: 0px;;display:inline;">,</div></div> we determine if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether we have the right to control the identified asset. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Right-of-use,</div></div> or ROU, assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives received and initial direct costs incurred, as applicable. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. We consider our credit risk, term of the lease, and total lease payments and adjust for the impact of collateral, as necessary, when calculating our incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise any such options. Lease cost for our operating leases is recognized on a straight-line basis over the lease term. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">We have elected to not separate lease and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-lease</div> components for any leases within its existing classes of assets and, as a result, account for any lease and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-lease</div> components as a single lease component. We have also elected to not recognize any leases within its existing classes of assets with a term of 12 months or less. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">ROU assets and operating lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Leases (Topic 840) Prior to the Adoption of Topic 842 </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We enter into lease agreements for our office and laboratory facilities. These leases are classified as operating leases. Rent expense is recognized on a straight-line basis over the noncancelable term of the lease and, accordingly, we record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability, which is included within other liabilities on the consolidated balance sheet. Incentives granted under our facilities leases, including rent holiday and allowances to fund leasehold improvements, are deferred and are recognized as adjustments to rental expense on a straight-line basis over the noncancelable term of the lease. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Comprehensive Income (Loss) </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-owner</div> sources. Our comprehensive income (loss) is comprised of net loss and changes in unrealized gains and losses on our marketable securities. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Research and Development </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Research and development costs are expensed as incurred and consist of salaries and benefits, stock-based compensation expense, lab supplies and facility costs, as well as fees paid to other nonemployees and entities that conduct certain research and development activities on our behalf. Amounts incurred in connection with license agreements are also included in research and development expense. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are capitalized and then expensed as the related goods are delivered or the services are performed. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Long-term Debt </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Long-term debt consists of our loan agreement, or Term Loan, with funds managed by Pharmakon Advisors LP, which are BioPharma Credit PLC, as collateral agent and a lender, and Biopharma Credit Investments V (Master) LP, as a lender, and collectively, the Lenders. We accounted for the Term Loan as a debt financing arrangement. Interest expense is accrued using the effective interest rate method over the estimated period the debt will be repaid. Debt issuance costs have been recorded as a debt discount in our consolidated balance sheets and are being amortized and recorded as interest expense throughout the life of the Term Loan using the effective interest rate method. We consider whether there are any embedded features in our debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to Accounting Standards Codification, or ASC, Topic 815, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Derivatives and Hedging</div></div>.<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div><div style="letter-spacing: 0px; top: 0px;;display:inline;">There are no embedded features identified from our Term Loan that require bifurcation and separating accounting. </div> </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Stock-Based Compensation </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">We measure and recognize stock-based compensation expense, including employee and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-employee</div> equity awards, based on fair value at the grant date. We use the Black-Scholes-Merton option-pricing model to calculate fair value. Stock-based compensation expense recognized in the consolidated statements of operations is based on stock awards ultimately vested, taking into consideration actual forfeitures. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Income Taxes </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to our lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We recognize benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. It is our policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. To date, there have been no interest or penalties incurred in relation to the unrecognized tax benefits. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Net Loss per Share</div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given our net loss. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Recent Accounting Pronouncements </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In December 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2019-12,</div> <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes</div></div>. The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2019-12</div> is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and the applicable amendments will be applied on a prospective basis. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Accounting Pronouncements Adopted </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In August 2018, FASB, issued ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2018-15,</div> <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Intangibles—Goodwill and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Other—Internal-Use</div> Software (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">350-40),</div> Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing</div></div> <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Arrangement That Is a Service Contract</div></div>, or ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2018-15.</div> ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2018-15</div> requires a customer that is a party to a cloud computing service contract to follow the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">internal-use</div> software guidance in Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">350-40</div> to determine which implementation costs to capitalize and which costs to expense. The amendments in this update are effective for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2018-15</div> in the first quarter of 2020 and applied the guidance prospectively to the implementation costs incurred in our implementations of various cloud computing arrangements that are service contracts. The adoption of this new standard did not have a material impact on our consolidated financial statements. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">In August 2018, the FASB issued ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2018-13,</div> <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Fair Value Measurement (Topic 820)</div></div>. The new standard modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including removals of, modification to, and additional disclosure requirements from Topic 820. The amendment of ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2018-13</div> removes disclosure requirements from Topic 820 in the areas of (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation processes for Level 3 fair value measurements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Except for certain amendments related to Level 3 fair value measurements, all the other amendments should be applied retrospectively to all periods presented upon their effective date. We adopted ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2018-13</div> in the first quarter of 2020 and applied the guidance retrospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">In June 2016, the FASB issued ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2016-13,</div> <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Measurement of Credit Losses on Financial Instruments (Topic 326)</div></div>, which amends the guidance on the impairment of financial instruments. The new standard adds to </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0in; line-height: 12pt;">U.S. GAAP an impairment model that is based on expected losses rather than incurred losses, which is known as the current expected credit loss, or CECL model. The CECL model applies to most debt instruments (other than those measured at fair value), trade and other receivables, financial guarantee contracts, and loan commitments. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Available-for-sale</div></div> debt securities are scoped out of this guidance. Our investment portfolio primarily consists of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> debt securities carried at fair value. Our accounts receivable are not long term in nature and we do not expect to write off accounts receivable. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We adopted ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2016-13</div> in the first quarter of 2020 and applied the guidance prospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">3. Fair Value Measurements</div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Our financial instruments consist of cash and cash equivalents, marketable securities, accounts receivables, accounts payable and accrued liabilities. Cash and cash equivalents and marketable securities reported at their respective fair values on our consolidated balance sheets. The remaining financial instruments are reported on our <div style="letter-spacing: 0px; top: 0px;;display:inline;">c</div>onsolidated <div style="letter-spacing: 0px; top: 0px;;display:inline;">b</div>alance <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>heets at cost that approximate current fair values due to their relatively short maturities. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:</div></div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Level 1—</div></div>Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Level 2—</div></div>Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Level 3—</div></div>Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. </div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 59%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="14" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Total</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level 1</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level 2</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level 3</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Financial Assets:</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Money market funds</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">486,174</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">486,174</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Corporate debt securities</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">29,804</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">29,804</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">U.S. government agency securities</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,943</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,943</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Certificates of deposits</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">243</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">243</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">U.S. government securities</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">20,136</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">20,136</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 59%;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total financial assets</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">552,300</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">486,174</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">66,126</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—</td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 59%;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="margin-top: 0px; margin-bottom: 0px;"> </div> <table style="margin-top: 0px; margin-bottom: 0px; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;margin-left : auto;margin-right : auto;"> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding: 0pt;"> </td> <td style="vertical-align: bottom; padding: 0pt;">  </td> <td colspan="14" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); padding: 0pt;;text-align:center;"><div style="letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2019</div></div></td> <td style="vertical-align: bottom; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding: 0pt;"> </td> <td style="vertical-align: bottom; padding: 0pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); padding: 0pt;;text-align:center;"><div style="letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;"><div style="font-weight:bold;display:inline;">Total</div></div></td> <td style="vertical-align: bottom; padding: 0pt;"> </td> <td style="vertical-align: bottom; padding: 0pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); padding: 0pt;;text-align:center;"><div style="letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;"><div style="font-weight:bold;display:inline;">Level 1</div></div></td> <td style="vertical-align: bottom; padding: 0pt;"> </td> <td style="vertical-align: bottom; padding: 0pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); padding: 0pt;;text-align:center;"><div style="letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;"><div style="font-weight:bold;display:inline;">Level 2</div></div></td> <td style="vertical-align: bottom; padding: 0pt;"> </td> <td style="vertical-align: bottom; padding: 0pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); padding: 0pt;;text-align:center;"><div style="letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;"><div style="font-weight:bold;display:inline;">Level 3</div></div></td> <td style="vertical-align: bottom; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">Financial Assets:</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">Money market funds</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">250,535</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">250,535</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">Corporate debt securities</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">152,149</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">152,149</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">U.S. government agency securities</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">95,032</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">95,032</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">Certificates of deposits</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">6,282</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">6,282</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">U.S. government securities</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">140,244</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">140,244</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 57%; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">Total financial assets</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">644,242</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">250,535</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">393,707</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 57%; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> </tr> </table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">We estimate the fair values of our investments in corporate debt securities, government and government related securities and certificates of deposits by taking into consideration valuations obtained from third-party pricing services. The fair value of our marketable securities classified within Level 2 is based upon observable inputs that may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">two-sided</div> markets, benchmark securities, bids, offers and reference data including market research publications. At December 31, 2020, the weighted average remaining contractual maturities of our Level 2 investments was less than one year and all of these investments are rated <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">A-1/P-1/F1</div></div> or A/A2, or higher by Moody’s and S&amp;P. </div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 59%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="14" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Total</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level 1</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level 2</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level 3</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Financial Assets:</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Money market funds</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">486,174</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">486,174</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Corporate debt securities</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">29,804</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">29,804</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">U.S. government agency securities</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,943</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,943</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Certificates of deposits</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">243</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">243</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">U.S. government securities</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">20,136</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">20,136</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 59%;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 59%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total financial assets</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">552,300</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">486,174</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">66,126</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—</td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 59%;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="margin-top: 0px; margin-bottom: 0px;"> </div> <table style="margin-top: 0px; margin-bottom: 0px; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;margin-left : auto;margin-right : auto;"> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding: 0pt;"> </td> <td style="vertical-align: bottom; padding: 0pt;">  </td> <td colspan="14" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); padding: 0pt;;text-align:center;"><div style="letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2019</div></div></td> <td style="vertical-align: bottom; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding: 0pt;"> </td> <td style="vertical-align: bottom; padding: 0pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); padding: 0pt;;text-align:center;"><div style="letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;"><div style="font-weight:bold;display:inline;">Total</div></div></td> <td style="vertical-align: bottom; padding: 0pt;"> </td> <td style="vertical-align: bottom; padding: 0pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); padding: 0pt;;text-align:center;"><div style="letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;"><div style="font-weight:bold;display:inline;">Level 1</div></div></td> <td style="vertical-align: bottom; padding: 0pt;"> </td> <td style="vertical-align: bottom; padding: 0pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); padding: 0pt;;text-align:center;"><div style="letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;"><div style="font-weight:bold;display:inline;">Level 2</div></div></td> <td style="vertical-align: bottom; padding: 0pt;"> </td> <td style="vertical-align: bottom; padding: 0pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); padding: 0pt;;text-align:center;"><div style="letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;"><div style="font-weight:bold;display:inline;">Level 3</div></div></td> <td style="vertical-align: bottom; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">Financial Assets:</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">Money market funds</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">250,535</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">250,535</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">Corporate debt securities</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">152,149</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">152,149</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">U.S. government agency securities</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">95,032</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">95,032</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">Certificates of deposits</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">6,282</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">6,282</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">U.S. government securities</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">140,244</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">140,244</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 57%; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 57%; padding: 0pt;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; white-space: nowrap;;display:inline;">Total financial assets</div></div> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">644,242</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">250,535</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">393,707</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;">$</td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0pt;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; padding: 0pt;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 57%; padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> <td style="vertical-align: bottom; width: 4%; padding: 0pt;">  </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; padding: 0pt;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="padding: 0pt;"> </td> </tr> </table> 486174000 486174000 29804000 29804000 15943000 15943000 243000 243000 20136000 20136000 552300000 486174000 66126000 250535000 250535000 152149000 152149000 95032000 95032000 6282000 6282000 140244000 140244000 644242000 250535000 393707000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;">4. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Available-for-Sale</div></div> Securities </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Estimated fair values of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> securities are generally based on prices obtained from commercial pricing services. The following table is a summary of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> securities recorded in cash and cash equivalents, or marketable securities in our Consolidated Balance Sheets (in thousands): </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 36%;"/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="14" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="14" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amortized<br/> Cost</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized<br/> Gains</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized<br/> (Losses)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Estimated<br/> Fair Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amortized<br/> Cost</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized<br/> Gains</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized<br/> (Losses)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Estimated<br/> Fair Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Financial Assets:</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Money market funds</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">486,174</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">486,174</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">250,535</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">250,535</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Corporate debt securities</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">29,641</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">163</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">29,804</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">151,773</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">384</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(8</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">152,149</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">U.S. government agency securities</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,906</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">37</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,943</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">94,963</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">73</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(4</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">95,032</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Certificates of deposits</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">241</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">243</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,239</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">43</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,282</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">U.S. government securities</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">20,036</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">100</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">20,136</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">139,978</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">266</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">140,244</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 36%;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">551,998</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">302</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">552,300</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">643,488</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">766</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(12</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">644,242</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 36%;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">The following table summarizes the classification of the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> securities on our <div style="letter-spacing: 0px; top: 0px;;display:inline;">c</div>onsolidated <div style="letter-spacing: 0px; top: 0px;;display:inline;">b</div>alance <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>heets (in thousands): </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 66%;"/> <td style="width: 8%; vertical-align: bottom;"/> <td/> <td/> <td style="width: 0%;"/> <td style="vertical-align: bottom; width: 8%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Cash and cash equivalents</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">486,174</td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">251,480</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Short-term marketable securities</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">66,126</td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">307,732</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Long-term marketable securities</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">85,030</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 66%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="width: 0%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">552,300</td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">644,242</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 66%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="width: 0%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> The following table is a summary of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> securities recorded in cash and cash equivalents, or marketable securities in our Consolidated Balance Sheets (in thousands): <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 36%;"/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="14" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="14" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amortized<br/> Cost</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized<br/> Gains</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized<br/> (Losses)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Estimated<br/> Fair Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amortized<br/> Cost</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized<br/> Gains</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized<br/> (Losses)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Estimated<br/> Fair Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Financial Assets:</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Money market funds</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">486,174</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">486,174</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">250,535</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">250,535</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Corporate debt securities</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">29,641</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">163</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">29,804</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">151,773</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">384</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(8</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">152,149</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">U.S. government agency securities</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,906</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">37</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,943</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">94,963</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">73</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(4</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">95,032</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Certificates of deposits</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">241</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">243</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,239</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">43</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,282</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">U.S. government securities</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">20,036</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">100</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">20,136</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">139,978</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">266</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">140,244</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 36%;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 36%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">551,998</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">302</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">552,300</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">643,488</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">766</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(12</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">644,242</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 36%;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 486174000 486174000 250535000 250535000 29641000 163000 29804000 151773000 384000 8000 152149000 15906000 37000 15943000 94963000 73000 4000 95032000 241000 2000 243000 6239000 43000 6282000 20036000 100000 20136000 139978000 266000 140244000 551998000 302000 552300000 643488000 766000 12000 644242000 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">The following table summarizes the classification of the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">available-for-sale</div></div> securities on our <div style="letter-spacing: 0px; top: 0px;;display:inline;">c</div>onsolidated <div style="letter-spacing: 0px; top: 0px;;display:inline;">b</div>alance <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>heets (in thousands): </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 66%;"/> <td style="width: 8%; vertical-align: bottom;"/> <td/> <td/> <td style="width: 0%;"/> <td style="vertical-align: bottom; width: 8%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Cash and cash equivalents</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">486,174</td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">251,480</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Short-term marketable securities</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">66,126</td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">307,732</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Long-term marketable securities</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">85,030</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 66%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="width: 0%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">552,300</td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">644,242</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 66%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="width: 0%;"> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 486174000 251480000 66126000 307732000 85030000 552300000 644242000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">5. Balance Sheet Components </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Property and Equipment </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Property and equipment consist of the following (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 74%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 5%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Laboratory equipment</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11,922</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8,314</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Computer equipment</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,023</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,224</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Leasehold improvements</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">32,281</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">13,785</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Construction-in-progress</div></div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">517</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">19,289</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total property and equipment</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">47,743</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">43,612</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less: accumulated depreciation and amortization</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(9,861</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(16,499</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Property and equipment, net</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">37,882</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">27,113</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Depreciation expense was $8.3 million for the year ended December 31, 2020, $8.6 million for the year ended December 31, 2019 and $4.7 million for the year ended December 31, 2018. Refer to Note 8—Commitments and Contingencies for details on acceleration of depreciation expenses recognized during the years ended December 31, 2020 and 2019. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Accrued Liabilities </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accrued liabilities consist of the following (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 74%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 5%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accrued research and development costs</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10,677</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">26,480</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accrued manufacturing costs</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9,125</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9,466</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accrued professional and consulting services</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,107</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,564</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accrued sales deductions</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,405</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">529</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Other</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">819</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">319</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total accrued liabilities</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">31,133</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">41,358</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Other liabilities, current </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Other liabilities consist of the following (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 78%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 5%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 78%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Operating lease liabilities, current</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,836</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,866</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 78%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Other payable</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">30</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 78%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 78%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><span style="-sec-ix-hidden:hidden18392573">Total other liabilities, current</span></div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,836</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"> 1,896</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 78%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Property and equipment consist of the following (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 74%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 5%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Laboratory equipment</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11,922</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8,314</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Computer equipment</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,023</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,224</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Leasehold improvements</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">32,281</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">13,785</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Construction-in-progress</div></div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">517</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">19,289</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total property and equipment</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">47,743</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">43,612</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less: accumulated depreciation and amortization</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(9,861</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(16,499</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Property and equipment, net</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">37,882</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">27,113</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 11922000 8314000 3023000 2224000 32281000 13785000 517000 19289000 47743000 43612000 9861000 16499000 37882000 27113000 8300000 8600000 4700000 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accrued liabilities consist of the following (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 74%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 5%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accrued research and development costs</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10,677</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">26,480</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accrued manufacturing costs</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9,125</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9,466</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accrued professional and consulting services</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,107</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,564</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accrued sales deductions</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,405</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">529</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Other</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">819</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">319</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total accrued liabilities</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">31,133</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">41,358</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 10677000 26480000 9125000 9466000 4107000 4564000 6405000 529000 819000 319000 31133000 41358000 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Other liabilities consist of the following (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 78%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 5%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 78%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Operating lease liabilities, current</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,836</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,866</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 78%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Other payable</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">30</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 78%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 78%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><span style="-sec-ix-hidden:hidden18392573">Total other liabilities, current</span></div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,836</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"> 1,896</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 78%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 4836000 1866000 30000 4836000 1896000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">6. Inventories </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We began capitalizing inventories in <div style="letter-spacing: 0px; top: 0px;;display:inline;">November </div>2019 once the FDA approved Oxbryta. Inventories consist of the following (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 76%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 5%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 76%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Raw materials</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11,273</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">700</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 76%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Work-in-process</div></div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">26,994</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">525</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 76%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Finished goods</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,956</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">52</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 76%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 76%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total inventories</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">40,223</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,277</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 76%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> For the year ended December 31, 2020, we have capitalized $1.8 million of share-based compensation expense to our inventories. See Note 10 - Share-based Compensation for details on share-based compensation expenses recognized during the year ended December 31, 2020. <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We began capitalizing inventories in <div style="letter-spacing: 0px; top: 0px;;display:inline;">November </div>2019 once the FDA approved Oxbryta. Inventories consist of the following (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 76%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 5%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 76%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Raw materials</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11,273</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">700</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 76%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Work-in-process</div></div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">26,994</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">525</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 76%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Finished goods</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,956</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">52</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 76%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 76%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total inventories</div></div> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">40,223</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,277</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 76%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 11273000 700000 26994000 525000 1956000 52000 40223000 1277000 1800000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">7. Long-term Debt </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Term Loan </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">On December 17, 2019, we entered into the Loan Agreement, or Term Loan, with funds managed by Pharmakon Advisors LP, which are BioPharma Credit PLC, as collateral agent, Biopharma Credit Investments V (Master) LP, as a lender, and BPCR Limited Partnership, as a lender, and collectively, the Lenders, for a senior secured credit facility consisting of an initial tranche of $75.0 million and the option to draw an additional $75.0 million until December 31, 2020. The first tranche, in the amount of $75.0 million, was funded in connection with the closing date of the Term Loan in December 2019, and the second tranche of the Term Loan, in the amount of $75.0 million was funded in November 2020. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Term Loan carries a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">72-month</div> term. The Term Loan bears interest at a floating per annum interest rate equal to 7.00% plus the greater of (a) the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">3-month</div> LIBOR rate and (b) 2%. In the event we default, the interest rate would be 3% above the rate that is otherwise applicable thereto. Interest on amounts outstanding are payable quarterly in arrears. The Term Loan repayment schedule provides for interest only payments for the first 39 months, followed by consecutive equal quarterly payments of principal and interest commencing in March 2023 and continuing through the maturity of December 2025. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We have the option to prepay all or a portion of the borrowed amounts under the Term Loan. If we exercise this option, we must pay a prepayment fee between 1% and 3% of the principal amount being prepaid depending on the timing of the prepayment, or Prepayment Fee. If the prepayment occurs before December 2022, we must also pay an amount equal to the sum of all interest that would have accrued and been payable from date of prepayment through December 2022, or Make Whole Amount. We are obligated to pay an additional fee to the Lenders determined by multiplying the principal amount being paid or prepaid multiplied by 2%, or Paydown Fee, when such payments are made. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In the event of default or change in control, all unpaid principal and all accrued and unpaid interest amounts (if any) become immediately due and payable, at which point, we will be subject to the Prepayment Fee, the Make Whole Amount (if any) and the Paydown Fee. Events of default include, but are not limited to, a payment default, a material adverse change, and insolvency. The obligations under the Term Loan are secured by a first priority security interest in and a lien on substantially all of our assets, subject to certain exceptions. </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Debt issuance costs paid directly to the Lenders of $1.1 million and the other debt issuance costs of $0.5 million were treated as discounts on the Term Loan. These debt discounts along with the Paydown Fee are being amortized or accreted to interest expenses<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div><div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">throughout the life of the Term Loan using the effective interest rate method. As of December 31, 2020, there were unamortized issuance costs and debt discounts of $</div>1.3<div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> million, which were recorded as a direct deduction from the Term Loan on the consolidated balance sheet. In addition, we paid the Lenders $</div>1.1<div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> million for the option to draw the additional $</div>75.0<div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> million, which was capitalized as a deferred asset and amortized on a straight-line basis through December 31, 2020. Any remaining unamortized amount is reclassed to debt discount at the time of closing of the second tranche of the Term Loan. We closed the second tranche of the Term Loan in November 2020 and $</div>0.2<div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> million of the unamortized deferred asset related to the option to draw the <div style="letter-spacing: 0px; top: 0px;;display:inline;">second tranche was reclassed as the discount on the notes payable.</div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Future payments of principal and interest on the Term Loan as of December 31, 2020 (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 7%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2021</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">13,500</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2022</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">13,500</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2023</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">62,813</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2024</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">58,313</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2025</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">53,812</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total minimum payments</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">201,938</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less amount representing interest</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(48,938</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less amount representing Paydown Fee</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(3,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Long-term debt, gross</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">150,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Discount on notes payable</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1,596</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accretion of Paydown Fee</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">411</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Long-term debt</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">148,815</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 75000000.0 75000000.0 75000000.0 75000000.0 P72M 0.0700 0.02 0.03 Interest on amounts outstanding are payable quarterly in arrears 39 months 0.01 0.03 0.02 1100000 500000 1300000 1100000 75000000.0 200000 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Future payments of principal and interest on the Term Loan as of December 31, 2020 (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 7%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2021</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">13,500</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2022</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">13,500</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2023</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">62,813</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2024</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">58,313</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2025</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">53,812</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total minimum payments</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">201,938</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less amount representing interest</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(48,938</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less amount representing Paydown Fee</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(3,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Long-term debt, gross</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">150,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Discount on notes payable</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1,596</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accretion of Paydown Fee</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">411</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Long-term debt</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">148,815</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 13500000 13500000 62813000 58313000 53812000 201938000 48938000 -3000000 150000000 -1596000 411000 148815000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">8. Commitments and Contingencies </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Leases </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">We have operating leases for our headquarters, where we have office and research and development laboratory facilities, and equipment. Our leases have remaining lease terms of 1 to 10 years. Most of these leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases include renewal options at our election, with renewal terms that can extend the lease term from 1 to 10 years. These optional periods have not been considered in the determination of the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">right-of-use</div></div> assets, or ROU assets, or lease liabilities associated with these leases as we did not consider it reasonably certain that we would exercise the options. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">Lease costs included in operating expense in the consolidated statement of operations and comprehensive loss in relation to these operating leases were $12.4 million and $7.8 million for the year ended December 31, 2020 and 2019, respectively. Included in these lease costs were variable lease costs, which were not included within the measurement of our operating ROU assets and operating lease liabilities in the amount of $2.6 million and $2.5 million for the year ended December 31, 2020 and 2019, respectively. The variable lease cost is comprised primarily of our cost in certain research and development arrangements that contain embedded equipment, and our proportionate share of operating expenses, property taxes, and insurance in relation with our </div> <div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px;"> </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0in;">facility lease. These costs are classified as operating lease expense due to our election to not separate lease and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-lease</div> components. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Supplemental information related to leases for the period reported is as follows (in thousands, except weighted-average remaining lease term and weighted-average discount rate): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 73%;"/> <td style="width: 10%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 9%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the year ended<br/> December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">ROU assets obtained in exchange for new operating lease upon adoption of ASC 842</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">14,177</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Adjustment to ROU assets as a result of the lease modification for the Prior Premises</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(106</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(13,802</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">ROU assets obtained for new operating lease liabilities</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">205</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">53,727</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Operating lease liabilities arising from obtaining ROU assets</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">205</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">25,929</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Cash paid for amounts included in the measurement of lease liabilities</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,696</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,481</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Weighted-average remaining lease term of operating leases (in years)</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9.2</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10.1</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Weighted-average discount rate of operating leases</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8.66</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8.66</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> </table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The majority of our lease costs are driven by our operating lease for our headquarters in South San Francisco, where we have office and research and development laboratory facilities. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">In March 2017, we entered into a noncancelable operating lease, or Original Lease, for approximately 67,185 square feet of space in South San Francisco, California, or Prior Premises. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">In August 2018, we entered into an amendment to the Original Lease, or Lease Amendment, to relocate the leased premises from the Prior Premises to a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">to-be-constructed</div></div> building consisting of approximately 164,150 rentable square feet of space, or Substitute Premises, when the Substitute Premises are ready for occupancy, or Substitute Premises Payment Commencement Date. The Lease Amendment has a contractual term, or Substitute Premises Term, of 10 years from the Substitute Premises Payment Commencement Date. The Lease Amendment grants us an option to extend the Lease Amendment for an additional <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">10-year</div> period. Future minimum rental payments under the Lease Amendment during the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">10-year</div> term are $121.5 million in the aggregate. Under the Lease Amendment, we are obligated to pay to the landlord certain costs, including taxes and operating expenses. The Lease Amendment also provides a tenant inducement allowance of up to $27.9 million, of which $4.1 million, if utilized, would be repaid to the landlord in the form of additional monthly rent with interest applied. As of December 31, 2020 and 2019, we have capitalized $32.3 million and $19.0 million, respectively, of costs within property and equipment, net for construction of leasehold improvements at the Substitute Premises, which were mostly acquired with the tenant inducement provided under the Lease Amendment. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">On October 1, 2019, we determined that the Lease Amendment for the Substitute Premises had commenced as we had the right to control the Substitute Premises, which was deemed to be a lease modification. We determined the Lease Amendment consisted of two separate contracts under ASC 842. One contract was related to a new ROU asset for the Substitute Premises, which was to be accounted for as a new lease, and the other was related to the modification of the lease term of the Prior Premises. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">With the commencement of the Lease Amendment, the lease term for the Original Lease was reduced, with the modified lease term expiring on June 1, 2020. We determined that the reduction of the lease term would be accounted for as a lease modification to the Prior Lease. On October 1, 2019, we remeasured the present value of future lease payments during the modified lease term to be $2.9 million, using an incremental borrowing rate of approximately 8.78%. We recognized the amount of remeasurement of the lease liability as an adjustment to the </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; margin-left: 0in;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">ROU asset, reducing the carrying amount of the ROU asset to zero, <div style="letter-spacing: 0px; top: 0px;;display:inline;">and recognized a gain on lease modification of $</div>8.3 <div style="letter-spacing: 0px; top: 0px;;display:inline;">million for the year ended December 31, 2019. An additional gain on lease modification of $</div>1.0 <div style="letter-spacing: 0px; top: 0px;;display:inline;">million was recognized for the year ended December 31, 2020 to write off the remaining lease liability related to the Original Lease <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">when we vacated the building</div>.</div> As of December 31, 2020, and 2019, the unamortized operating lease liability associated with the Prior Premises was $</div>nil and $1.8 million, respectively. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">On October 1, 2019, or Substitute Premises Commencement Date, we measured the present value of future lease payments that included the expected utilization of tenant inducements, using an incremental borrowing rate of approximately 8.66%. We recorded a ROU asset and a lease liability for $53.7 million associated with the Substitute Premises. During the years ended December 31, 2020 and 2019, the landlord paid approximately $10.7 million and $17.2 million, respectively, out of tenant inducement allowances for construction of leasehold improvements at the Substitute Premises, which was recognized as an increase in the operating lease liability. The balances of the ROU asset were approximately $50.6 million and $52.8 million as of December 31, 2020 and 2019, respectively. The balances for the operating lease liability were approximately $83.8 million and $72.4 million as of December 31, 2020, and 2019, respectively. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">After relocating to the Substitute Premise, we surrendered and delivered the Prior Premises to the landlord in May 2020, upon which time we had no further obligations with respect to the Prior Premises other than with respect to the Initial Allowance, which we will repay to the landlord in the form of additional monthly rent with interest applied over the term of the Original Lease. Upon signing of the Lease Amendment, we <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-evaluated</div> the remaining useful life of the leasehold improvements at the Prior Premises and started to amortize the leasehold improvements over the remaining period of expected use, resulting in an acceleration of depreciation expenses for approximately $3.8 million and $7.0 million for the years ended December 31, 2020 and 2019, respectively. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2020, the maturities of our operating lease liabilities under Topic 842 were as follows (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 9%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; white-space: nowrap; padding-bottom: 1pt;"> <div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1pt solid rgb(0, 0, 0); display: table-cell; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Year ending December 31,</div></div></div> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amount</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2021</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11,841</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2022</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,222</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2023</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,584</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2024</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,948</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2025</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">13,368</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Thereafter</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">60,507</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total lease payments</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">123,470</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less: Imputed interest</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(39,458</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Present value of operating lease liabilities</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">84,012</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Rent expense was $9.8 million for the year ended December 31, 2020, $5.2 million for the year ended December 31, 2019, and $3.6 million for the year ended December 31, 2018. The operating leases require us to share in prorated operating expenses and property taxes based upon actual amounts incurred; those amounts are not fixed for future periods and, therefore, are not included in the future commitments listed above. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Indemnifications </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We indemnify each of our directors and officers for certain events or occurrences, subject to certain limits, while the director or the officer is or was serving at our request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws. The term of the indemnification period lasts as long as a director or an officer may be subject to any proceeding arising out of acts or omissions of such director in such capacity. The maximum amount of potential future indemnification is unlimited; however, we currently hold director and officer liability insurance. This insurance allows the transfer of risk associated with </div></div> <div style="text-indent: 0in; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">our exposure and may enable us to recover a portion of any future amounts paid. We believe that the fair value of these indemnification obligations is minimal. Accordingly, we have not recognized any liabilities relating to these obligations for any period presented. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Contingencies </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In the ordinary course of business, we may be subject to legal claims and regulatory actions that could have a material adverse effect on our business or financial position. We assess our potential liability in such situations by analyzing potential outcomes, assuming various litigation, regulatory and settlement strategies. If we determine a loss is probable and its amount can be reasonably estimated, we accrue an amount equal to the estimated loss. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">No losses and no provision for a loss contingency have been recorded to date. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Contingent Payments </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In December 2019, we entered into an agreement, the Syros Agreement, with Syros Pharmaceuticals, Inc., or Syros, to discover, develop and commercialize novel therapies for SCD and beta thalassemia. Under the agreement, Syros will use its leading gene control platform to identify therapeutic targets and discover drugs that potentially induce fetal hemoglobin, and we have an option to obtain an exclusive worldwide license to develop, manufacture and commercialize any compounds or products resulting from the agreement, subject to Syros’ option to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">co-promote</div> the first product in the United States. If we exercise the option, we will be responsible for all development, manufacture, regulatory activities and commercialization of the compound or product. Syros and we will be responsible for our own costs incurred to conduct research activities, except that we will fund up to $40.0 million in preclinical research for at least three years. Unless earlier terminated or extended, the research program under the agreement will end on the third anniversary of the agreement. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">Under the terms of the Syros Agreement, we paid Syros an upfront payment of $20.0 million in January 2020, and, if we exercise our option under the agreement, we may be obligated to pay Syros up to $315.0 million in option exercise, development, regulatory, commercialization and sales-based milestones per product candidate and product resulting from the agreement. We will also be obligated to pay Syros, subject to certain reductions, tiered <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">mid-</div> to high-single digit royalties as percentages of calendar year net sales on any product resulting from the agreement. As of December 31, 2019, we have recognized the $20.0 million upfront payment in our research and development costs for year ended December 31, 2019. No milestone payments were recognized for the year ended December 31, 2020.<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div>We have recognized $8.6 million of research reimbursement to Syros in our research and development cost for the year ended December 31, 2020. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">In August 2018, we entered into the License Agreement, or Roche Agreement, with F. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Hoffmann-La</div> Roche Ltd. and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Hoffmann-La</div> Roche Inc. (together, “Roche”), pursuant to which Roche granted us an exclusive and sublicensable worldwide license under certain patent rights and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">know-how</div> to develop and commercialize inclacumab for all indications and uses, except diagnostic use. Roche retained a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-exclusive,</div> worldwide, perpetual, royalty-free license to inclacumab solely for any diagnostic use. As of December 31, 2019, we have paid Roche an upfront payment of $2.0 million, which was recognized in our research and development costs for year ended December 31, 2018. We are obligated to make contingent payments to Roche totaling approximately $125.5 million in milestone payments for the SCD indication, including up to $40.5 million based on achievement of certain clinical development and regulatory milestones for inclacumab in the SCD indication, and up to $85.0 million based on achievement of certain thresholds for annual net sales of inclacumab. As of December 31, 2020, we have recognized a $2.0 million clinical development milestone payment in our research and development costs for <div style="letter-spacing: 0px; top: 0px;;display:inline;">the<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div>year ended December 31, 2020. We are also obligated to make contingent payments to Roche up to an additional $6.4  million in milestone payments, which are owed to a third party, based on achievement of such clinical development and regulatory milestones for inclacumab. We are also obligated to make contingent payments to Roche up to $19.25 million in milestone payments based on </div> <div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">achievement of certain clinical development and regulatory milestones for inclacumab for any indication other than the SCD indication.</div></div> P1Y P10Y 12400000 7800000 2600000 2500000 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Supplemental information related to leases for the period reported is as follows (in thousands, except weighted-average remaining lease term and weighted-average discount rate): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 73%;"/> <td style="width: 10%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 9%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the year ended<br/> December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">ROU assets obtained in exchange for new operating lease upon adoption of ASC 842</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">14,177</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Adjustment to ROU assets as a result of the lease modification for the Prior Premises</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(106</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(13,802</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">ROU assets obtained for new operating lease liabilities</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">205</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">53,727</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Operating lease liabilities arising from obtaining ROU assets</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">205</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">25,929</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Cash paid for amounts included in the measurement of lease liabilities</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,696</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,481</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Weighted-average remaining lease term of operating leases (in years)</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9.2</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10.1</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 73%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Weighted-average discount rate of operating leases</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8.66</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom; width: 9%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8.66</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> </table> 0 14177000 -106000 -13802000 205000 53727000 205000 25929000 7696000 4481000 P9Y2M12D P10Y1M6D 0.0866 0.0866 67185 164150 P10Y P10Y P10Y 121500000 27900000 4100000 32300000 19000000.0 2900000 0.0878 0 8300000 1000000.0 0 1800000 0.0866 53700000 53700000 10700000 17200000 50600000 52800000 83800000 72400000 3800000 7000000.0 As of December 31, 2020, the maturities of our operating lease liabilities under Topic 842 were as follows (in thousands): <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 9%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; white-space: nowrap; padding-bottom: 1pt;"> <div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1pt solid rgb(0, 0, 0); display: table-cell; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Year ending December 31,</div></div></div> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amount</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2021</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11,841</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2022</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,222</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2023</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,584</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2024</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,948</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2025</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">13,368</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Thereafter</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">60,507</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total lease payments</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">123,470</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less: Imputed interest</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(39,458</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 83%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Present value of operating lease liabilities</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">84,012</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 83%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 11841000 12222000 12584000 12948000 13368000 60507000 123470000 39458000 84012000 9800000 5200000 3600000 0 0 40000000.0 20000000.0 315000000.0 0 8600000 2000000.0 125500000 40500000 85000000.0 2000000.0 6400000 19250000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">9. Stockholders’ Equity </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Follow-on</div> Offerings </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In June 2019, we completed a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">follow-on</div> offering and issued 3,375,527 shares of common stock at a price of $57.12 per share for proceeds of $192.4 million net of underwriting costs and commissions and offering expenses. In addition, in July 2019, we sold an additional 100,000 shares of our common stock directly to the underwriters when they exercised their over-allotment option at the price of $57.12 per share for proceeds of $5.7 million net of underwriting costs and commissions. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">In December 2018, we completed a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">follow-on</div> offering and issued 3,409,090 shares of common stock at a price of $41.54 per share for proceeds of $141.1 million net of underwriting costs and commissions and offering expenses. In addition, in January 2019, we sold an additional 511,363 shares of our common stock directly to the underwriters when they exercised their over-allotment option at the price of $41.54 per share for proceeds of $21.2 million net of underwriting costs and commissions. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Common Stock Reserved for Issuance </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We have reserved sufficient shares of common stock for issuance upon the exercise of stock options, vesting of restricted stock units and restricted shares subject to future vesting. Common stockholders are entitled to dividends if and when declared by the board of directors, subject to the prior rights of any preferred stockholders. As of December 31, 2020, no common stock dividends had been declared by the board of directors. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We have reserved shares of common stock for future issuance as follows: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 66%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 4%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Restricted stock units</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,625,056</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,848,772</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Options issued and outstanding</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,327,330</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,573,860</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Shares available for future grant under the 2015 Plan and 2017 Inducement Equity Plan</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,018,567</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,478,656</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Employee stock purchase plan</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">254,590</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">252,655</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 66%;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,225,543</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10,153,943</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 66%;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 3375527 57.12 192400000 100000 57.12 5700000 3409090 41.54 141100000 511363 41.54 21200000 0 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We have reserved shares of common stock for future issuance as follows: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 66%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 4%;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Restricted stock units</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,625,056</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,848,772</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Options issued and outstanding</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,327,330</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,573,860</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Shares available for future grant under the 2015 Plan and 2017 Inducement Equity Plan</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,018,567</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,478,656</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Employee stock purchase plan</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">254,590</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">252,655</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 66%;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 66%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,225,543</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10,153,943</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 66%;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; width: 0%;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 2625056 1848772 3327330 3573860 6018567 4478656 254590 252655 12225543 10153943 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">10. Share-based Compensation </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Amended and Restated 2017 Inducement Equity Plan </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In January 2017, we adopted the 2017 Inducement Equity Plan and amended the plan in December 2019 with the Amended and Restated 2017 Inducement Plan, or the 2017 Inducement Plan<div style="display:inline;"><div style="display:inline;">. Under the 2017 Inducement Plan, shares of our common stock are reserved for the issuance of non-qualified stock options and other equity-based awards to induce highly-qualified prospective officers and employees who are not currently employed by us or our subsidiaries to become employed with our company. Awards granted </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: 12pt;">under the 2017 Inducement Plan expire no later than <div style="letter-spacing: 0px; top: 0px;;display:inline;">10 years</div> from the date of grant. For <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-statutory</div> stock options, the option price shall not be less than 100% of the fair market value on the day of grant. Options granted generally vest over <div style="letter-spacing: 0px; top: 0px;;display:inline;">four years</div> and vest at a rate of 25% upon the first anniversary of the issuance date and <div style="letter-spacing: 0px; top: 0px;;display:inline;"><span style="-sec-ix-hidden:hidden18392571">1</span>/16</div><div style="font-size: 85%; vertical-align: top;;display:inline;;font-size:9.4px">th</div> per quarter over the following <div style="letter-spacing: 0px; top: 0px;;display:inline;">three years</div> thereafter. Restricted stock units granted generally vest at a rate of 25% upon the first anniversary of the issuance date and <div style="letter-spacing: 0px; top: 0px;;display:inline;"><span style="-sec-ix-hidden:hidden18392570">1</span>/8</div><div style="font-size: 85%; vertical-align: top;;display:inline;;font-size:9.4px">th</div> per half year over the following <div style="letter-spacing: 0px; top: 0px;;display:inline;">three years</div> thereafter. The number of shares initially reserved for grant is subject to adjustment for reorganization, recapitalization, stock dividend, stock split, or similar changes in our capital stock. As of December 31, 2020, there were 1,277,475 shares reserved for the future issuance of equity awards under the 2017 Inducement Plan.</div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">2015 Stock Option and Incentive Plan </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In July 2015, we adopted the 2015 Stock Option and Incentive Plan, or 2015 Plan. Under the 2015 Plan, shares of our common stock are reserved for the issuance of stock options, restricted stock, and other equity-based awards to employees, <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-employee</div> directors, and consultants under terms and provisions established by the Board of Directors and approved by our stockholders at inception. Awards granted under the 2015 Plan expire no later than 10 years from the date of grant. For incentive stock options and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-statutory</div> stock options, the option price shall not be less than 100% of the fair market value on the day of grant. If at the time we grant an option and the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all our classes of stock, the option price is required to be at least 110% of the fair market value on the day of grant. Options granted typically vest over a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">4-year</div> period but may be granted with different vesting terms. Restricted stock units granted generally vest at a rate of <span style="-sec-ix-hidden:hidden18392569">1/8</span><div style="font-size: 85%; vertical-align: top;;display:inline;;font-size:9.4px">th</div> per half year over the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">4-year</div> period. As of December 31, 2020, there were 4,741,092 shares reserved for the future issuance of equity awards under the 2015 Plan. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">2012 Stock Option and Grant Plan </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In 2012, we adopted the 2012 Stock Option and Grant Plan, or 2012 Plan, under which our Board of Directors was authorized to grant incentive stock options to employees, including officers and members of the Board of Directors who are also employees of ours, and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-statutory</div> stock options (options that do not qualify as incentive options) and/or our restricted stock and other equity-based awards to our employees, officers, directors, or consultants. Awards granted under the 2012 Plan expire no later than 10 years from the date of grant. Upon adoption of the 2015 Plan, no new awards or grants are permitted under the 2012 Plan. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Stock Option Activity </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes activity under our stock option plans, including the 2017 Inducement Plan, 2015 Plan and the 2012 Plan and related information (in thousands, except share and per share amounts and term): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 61%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Number<br/> of Options</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Weighted-<br/> Average<br/> Exercise<br/> Price</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Weighted-<br/> Average<br/> remaining<br/> contractual<br/> term (years)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Aggregate<br/> Intrinsic<br/> Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Outstanding—December 31, 2019</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,573,860</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">36.24</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7.55</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Options granted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">719,561</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">65.36</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Options exercised</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(525,788</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">25.35</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Options canceled</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(440,303</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">52.78</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Outstanding—December 31, 2020</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,327,330</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">42.07</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7.02</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">29,720</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Vested and exercisable—December 31, 2020</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,151,326</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">34.77</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6.33</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">28,616</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The aggregate intrinsic value was calculated as the difference between the exercise price of the options and the fair value of our common stock as of December 31, 2020. The total intrinsic value of options exercised was $23.0 million for the year ended December 31, 2020, $23.5 million for the year ended December 31, 2019, and $23.4 million for the year ended December 31, 2018. The weighted-average estimated fair value of stock options granted was $40.76 for the year ended December 31, 2020, $32.30 for the year ended December 31, 2019, and $33.58 for the year ended December 31, 2018. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Stock Options Granted to Employees with Service-based Vesting Valuation Assumptions </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair values of stock options granted to employees were calculated using the following assumptions: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 49%;"/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="5" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended December 31,</div></div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.7pt; width: 49%;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt; width: 2%;">  </td> <td style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2018</div></div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected term (in years)</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">5.1-6.1</div></td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">5.3-6.1</div></td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">5.3-6.1</div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Volatility</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">69.6%-71.8%</div></td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">69.8%-72.2%</div></td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">68.7%-71.8%</div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free interest rate</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">0.3%-1.8%</div></td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">1.4%-2.6%</div></td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2.6%-3.0%</div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Dividend yield</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;">—  </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;">—  </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;">—  </td> </tr> </table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In determining the fair value of the options granted, we used the Black-Scholes-Merton option-pricing model and assumptions discussed below. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Expected Term—</div></div><div style="letter-spacing: 0px; top: 0px;;display:inline;">Our expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). We have limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for our stock option grants. </div></div> </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Expected Volatility</div></div>—We use peer company price volatility as well as the historical volatility of our own common stock to estimate expected stock price volatility due to the limited trading history for our common stock since our IPO in August 2015. When selecting comparable publicly traded biopharmaceutical companies on which we have based our expected stock price volatility, we selected companies with comparable characteristics to us, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Risk-Free Interest Rate</div></div>—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Expected Dividend</div></div>—We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Restricted Stock Units </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In January 2017, the Compensation Committee of our Board of Directors approved the commencement of granting restricted stock units, or RSUs, to our employees. RSUs are share awards that entitle the holder to receive freely tradable shares of our common stock upon the completion of a specific period of continued service. RSUs are generally subject to forfeiture if employment terminates prior to the release of vesting restrictions. RSUs granted are valued at the market price of our common stock on the date of grant. We recognize noncash compensation expense for the fair value of RSUs on a straight-line basis over the requisite service period of these awards.</div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes activity of RSUs granted to employees with service-based vesting under the 2017 Inducement Plan and 2015 Plan and related information (in thousands, except share, per share amounts and vesting period): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 49%;"/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Number<br/> of RSUs</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Weighted-<br/> Average<br/> Grant Date<br/> Fair Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Weighted-<br/> Average<br/> Remaining<br/> Vesting<br/> Period (years)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Aggregate<br/> Intrinsic<br/> Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Non-vested</div> units—December 31, 2019</div> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,848,772</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">49.19</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.54</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">146,959</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">RSUs granted</div></div> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,577,047</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">64.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">RSUs vested</div></div> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(710,403</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">50.84</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">RSUs forfeited</div></div> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(505,060</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">56.30</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 49%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Non-vested</div> units—December 31, 2020</div> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,210,356</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">57.80</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.45</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">95,731</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; width: 49%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Market-Condition Awards Granted to Employees </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">2017 Market-Condition RSU Awards </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">On August 11, 2017, our Board of Directors approved awards up to an aggregate of 365,250 RSUs to certain of our senior management team under the 2015 Plan, the vesting of which was contingent upon a combination of continued employment and achieving certain market capitalization milestones, which we refer to as the 2017 Market-Condition RSU Awards. The 2017 Market-Condition RSU Awards would not vest until the achievement of their respective market capitalization milestones, which were required to occur on or before December 31, 2019. The grant date fair value of the 2017 Market-Condition RSU Awards was estimated using a Monte Carlo simulation model. The derived service periods, which are the estimated periods of time that would be required to satisfy the market conditions, are also determined at the grant date. We record expense on a straight-line basis over the applicable derived service periods. In 2019, 156,000 shares and 3,250 shares of 2017 Market-Condition RSU Awards were vested and were forfeited, respectively. There were no <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-vested</div> 2017 Market-Condition RSU Awards as of December 31, 2020 and 2019. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">We recognized $36,500 and $3.1 million in stock-based compensation expense related to the 2017 Market-Condition RSU Awards for the year ended December 31, 2019 and December 31, 2018, respectively. No expenses recorded related to the 2017 Market-Condition RSU Awards for the year ended December 31, 2020. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">2020 Market-Condition RSU Award<div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Compensation Committee of our Board of Directors granted, effective June 1, 2020, awards of up to an aggregate of 414,700 RSUs to certain of our senior management, including our executive officers, under the 2015 Plan, the vesting of which is contingent upon the achievement of three escalating stock price targets, which we refer to as the 2020 Market-Condition RSU Awards. Upon the achievement of the respective stock price targets, 50% of the RSUs allotted to that tranche will vest, while the remaining 50% will vest on the first anniversary of the date the stock price target was achieved, subject to the employee’s continued employment or other service relationship with us through such vesting date. Under the terms of the awards, if the stock price targets are not achieved for all or some of the tranches on or before June 30, 2024, the unvested awards will be automatically terminated and forfeited. The compensation cost for the RSUs with a market condition is not reversed when the market condition is not satisfied.<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div>The target prices and vesting tranches are set forth in the table below: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 67%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 22%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; white-space: nowrap; padding-bottom: 1pt; width: 67%;;text-align:center;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1pt solid rgb(0, 0, 0); display: inline-block; font-size: 8pt; font-family: &quot;Times New Roman&quot;; text-align: center; line-height: normal;"><div style="font-weight:bold;display:inline;">Stock Price Targets</div></div> </td> <td style="vertical-align: bottom; padding-bottom: 1pt; width: 22%;">  </td> <td style="border-bottom:1.00pt solid #000000;vertical-align:bottom;white-space:nowrap;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Number of Units Allotted</div></div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 67%;;text-align:center;">$109.20</td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 22%;">  </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);;text-align:center;">82,940</td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 67%;;text-align:center;">$145.60</td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 22%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);;text-align:center;">145,145</td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 67%;;text-align:center;">$182.00</td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 22%;">  </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);;text-align:center;">186,615</td> </tr> </table> The grant date fair value of the 2020 Market-Condition RSU Awards was estimated using a Monte Carlo simulation model, which includes variables such as the expected volatility of the Company’s share price and interest rates to generate potential future outcomes. We recognize the related compensation expense on a straight-line basis over the applicable derived service periods, which are the estimated periods of time that would be required to satisfy the market conditions.<div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes activity of the 2020 Market-Condition RSU Awards under the 2015 Plan and related information (in thousands, except share, per share amounts and vesting period): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 49%;"/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Number<br/> of Units</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Weighted-<br/> Average<br/> Grant Date Fair<br/> Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Weighted-<br/> Average<br/> Remaining<br/> Vesting<br/> Period (years)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Aggregate<br/> Intrinsic<br/> Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Non-vested</div> market-condition awards — December 31, 2019</div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Granted</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">421,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">49.95</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Vested</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Forfeited</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(6,300</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">49.95</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 49%;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Non-vested</div> market-condition awards — December 31, 2020</div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">414,700</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">49.95</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.21</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">17,961</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; width: 49%;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes the assumptions used to estimate the fair value of the market-condition awards as of the grant date: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 87%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 8%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 87%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Valuation date stock price</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">68.67</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 87%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Volatility</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">68.1</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 87%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free interest rate</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.26</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 87%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Dividend yield</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> </table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">At December 31, 2020, total unrecognized compensation expense related to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-vested</div> market-condition awards was $13.0 million, which is expected to be recognized over their respective remaining derived service periods. The weighted average derived service period is 1.21 years. For the year ended December 31, 2020, we recognized $7.7 million in stock-based compensation expense related to the 2020 Market-Condition RSU Awards. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Employee Stock Purchase Plan </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In July 2015, we adopted the 2015 Employee Stock Purchase Plan, or 2015 ESPP. Under the 2015 ESPP, our employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the stock at the beginning of the offering period or at the end of each applicable purchase period. The 2015 ESPP provided for offering periods of six months in duration. As approved by the Compensation Committee of the Board of Directors in December 2017, the 2015 ESPP provides for offering periods of two years in duration with purchase periods occurring every six months during an offering period. The purchase periods end on either January 31 or July 31. Contributions under the 2015 ESPP are limited to a maximum of 15% of an employee’s eligible compensation. ESPP purchases are settled with common stock from the ESPP’s previously authorized and available pool of shares. The 2015 ESPP was amended and restated in March 2020. The amended 2015 ESPP moves the timing of the purchase periods end on either February 28 (or February 29, if applicable) or August 31. Once each of the existing offering period ends, the next offering period immediately following will be a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-time</div> transitional offering period, starting with one <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">7-month</div> purchase period followed by three <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">6-mon<div style="letter-spacing: 0px; top: 0px;;display:inline;">th</div></div> purchase periods. After this <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-time</div> transition offering period, all following offering periods will remain for two years with four equal <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">six-month</div> purchase periods. During the year ended December 31, 2020, 98,065 shares were issued under the ESPP for $4.1 million. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair values of the rights granted under the 2015 ESPP were calculated using the following assumptions: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 65%;"/> <td style="width: 8%; vertical-align: bottom;"/> <td/> <td/> <td style="width: 7%;"/> <td style="vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended<br/> December 31,<br/> 2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended<br/> December 31,<br/> 2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 65%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected term (in years)</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.5 – 2.1</td> <td style="vertical-align: bottom; white-space: nowrap; width: 7%;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.5 – 2.0</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 65%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Volatility</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">47.0-77.0</div></td> <td style="vertical-align: bottom; white-space: nowrap; width: 7%;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">46.5-75.4</div></td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 65%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free interest rate</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">0.1-1.5</div></td> <td style="vertical-align: bottom; white-space: nowrap; width: 7%;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">1.7-2.6</div></td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 65%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Dividend yield</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"> <div style="margin-top: 0px; margin-bottom: 0px; line-height: normal;">— </div> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 7%;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> </table> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Stock-Based Compensation Expense </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total stock-based compensation recognized by functions was as follows (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 67%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td style="width: 4%;"/> <td/> <td/> <td style="vertical-align: bottom;"/> <td/> <td/> <td/> <td style="vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="10" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2018</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 67%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Research and development</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">18,061</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">19,140</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,747</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 67%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Selling, general and administrative</div></div></div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">53,416</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">26,511</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">17,333</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 67%;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; width: 4%;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 67%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total stock-based compensation expense</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">71,477</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">45,651</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">30,080</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 67%;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; width: 4%;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Unrecognized Stock-Based Compensation Expense and Weighted-Average Remaining Amortization Period </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2020, the unrecognized stock-based compensation cost, and the estimated weighted-average amortization period, using the straight-line attribution method, was as follows (in thousands, except amortization period): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 65%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 11%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;; width: 11%;"/> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Unrecognized</div></div></div><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Compensation<br/> Cost</div></div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Weighted-<br/> average</div></div></div><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">remaining</div></div></div><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">amortization<br/> period (years)</div></div></div></td> <td style="vertical-align: bottom;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 65%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Stock<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div>Options</div></div></td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">38,440</td> <td style="vertical-align: bottom; white-space: nowrap; width: 11%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2.3</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 65%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Restricted stock units</div></div></td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">110,837</td> <td style="vertical-align: bottom; white-space: nowrap; width: 11%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2.7</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 65%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Market-Condition restricted stock units</div></td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,989</td> <td style="vertical-align: bottom; white-space: nowrap; width: 11%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.2 </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 65%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">ESPP</div></div></td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,743</td> <td style="vertical-align: bottom; white-space: nowrap; width: 11%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">0.7</div></td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 65%;"> </td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="white-space: nowrap; width: 11%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; white-space: nowrap;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; white-space: nowrap;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 65%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total unrecognized stock-based compensation expense</div></div></td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">166,009</td> <td style="vertical-align: bottom; white-space: nowrap; width: 11%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2.5</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 65%;"> </td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="width: 11%;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td></tr></table> P10Y 1 P4Y 0.25 P3Y 0.25 P3Y 1277475 P10Y 1 1.10 P4Y P4Y 4741092 P10Y <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes activity under our stock option plans, including the 2017 Inducement Plan, 2015 Plan and the 2012 Plan and related information (in thousands, except share and per share amounts and term): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 61%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Number<br/> of Options</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Weighted-<br/> Average<br/> Exercise<br/> Price</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Weighted-<br/> Average<br/> remaining<br/> contractual<br/> term (years)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Aggregate<br/> Intrinsic<br/> Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Outstanding—December 31, 2019</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,573,860</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">36.24</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7.55</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Options granted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">719,561</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">65.36</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Options exercised</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(525,788</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">25.35</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Options canceled</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(440,303</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">52.78</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Outstanding—December 31, 2020</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,327,330</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">42.07</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7.02</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">29,720</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Vested and exercisable—December 31, 2020</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,151,326</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">34.77</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6.33</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">28,616</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 3573860 36.24 P7Y6M18D 719561 65.36 525788 25.35 440303 52.78 3327330 42.07 P7Y7D 29720000 2151326 34.77 P6Y3M29D 28616000 23000000.0 23500000 23400000 40.76 32.30 33.58 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair values of stock options granted to employees were calculated using the following assumptions: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 49%;"/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="5" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended December 31,</div></div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.7pt; width: 49%;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt; width: 2%;">  </td> <td style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt; width: 2%;"> </td> <td style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2018</div></div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected term (in years)</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">5.1-6.1</div></td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">5.3-6.1</div></td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">5.3-6.1</div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Volatility</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">69.6%-71.8%</div></td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">69.8%-72.2%</div></td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">68.7%-71.8%</div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free interest rate</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">0.3%-1.8%</div></td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">1.4%-2.6%</div></td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2.6%-3.0%</div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Dividend yield</div></div> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;">—  </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;">—  </td> <td style="vertical-align: bottom; width: 2%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;">—  </td> </tr> </table> P5Y1M6D P6Y1M6D P5Y3M18D P6Y1M6D P5Y3M18D P6Y1M6D 0.696 0.718 0.698 0.722 0.687 0.718 0.003 0.018 0.014 0.026 0.026 0.030 0 0 0 0 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes activity of RSUs granted to employees with service-based vesting under the 2017 Inducement Plan and 2015 Plan and related information (in thousands, except share, per share amounts and vesting period): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 49%;"/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Number<br/> of RSUs</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Weighted-<br/> Average<br/> Grant Date<br/> Fair Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Weighted-<br/> Average<br/> Remaining<br/> Vesting<br/> Period (years)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Aggregate<br/> Intrinsic<br/> Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.7pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Non-vested</div> units—December 31, 2019</div> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,848,772</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">49.19</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.54</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">146,959</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">RSUs granted</div></div> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,577,047</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">64.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">RSUs vested</div></div> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(710,403</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">50.84</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">RSUs forfeited</div></div> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(505,060</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">56.30</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 49%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Non-vested</div> units—December 31, 2020</div> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,210,356</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">57.80</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.45</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">95,731</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; width: 49%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 1848772 49.19 P1Y6M14D 146959000 1577047 64.28 710403 50.84 505060 56.30 2210356 57.80 P1Y5M12D 95731000 365250 156000 3250 0 0 36500 3100000 0 414700 <div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div>The target prices and vesting tranches are set forth in the table below: <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 67%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 22%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; white-space: nowrap; padding-bottom: 1pt; width: 67%;;text-align:center;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1pt solid rgb(0, 0, 0); display: inline-block; font-size: 8pt; font-family: &quot;Times New Roman&quot;; text-align: center; line-height: normal;"><div style="font-weight:bold;display:inline;">Stock Price Targets</div></div> </td> <td style="vertical-align: bottom; padding-bottom: 1pt; width: 22%;">  </td> <td style="border-bottom:1.00pt solid #000000;vertical-align:bottom;white-space:nowrap;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Number of Units Allotted</div></div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 67%;;text-align:center;">$109.20</td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 22%;">  </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);;text-align:center;">82,940</td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 67%;;text-align:center;">$145.60</td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 22%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);;text-align:center;">145,145</td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 67%;;text-align:center;">$182.00</td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 22%;">  </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);;text-align:center;">186,615</td> </tr> </table> 109.20 82940 145.60 145145 182.00 186615 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes activity of the 2020 Market-Condition RSU Awards under the 2015 Plan and related information (in thousands, except share, per share amounts and vesting period): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 49%;"/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Number<br/> of Units</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Weighted-<br/> Average<br/> Grant Date Fair<br/> Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Weighted-<br/> Average<br/> Remaining<br/> Vesting<br/> Period (years)</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Aggregate<br/> Intrinsic<br/> Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Non-vested</div> market-condition awards — December 31, 2019</div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Granted</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">421,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">49.95</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Vested</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Forfeited</div></div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(6,300</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">49.95</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 49%;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 49%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Non-vested</div> market-condition awards — December 31, 2020</div> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">414,700</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">49.95</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.21</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">17,961</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; width: 49%;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; width: 7%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 0 0 421000 49.95 0 0 6300 49.95 414700 49.95 P1Y2M15D 17961000 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes the assumptions used to estimate the fair value of the market-condition awards as of the grant date: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 87%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 8%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 87%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Valuation date stock price</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">68.67</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 87%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Volatility</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">68.1</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 87%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free interest rate</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.26</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 87%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Dividend yield</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> </table> 68.67 0.681 0.0026 0 13000000.0 P1Y2M15D 7700000 0.85 0.15 98065 4100000 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair values of the rights granted under the 2015 ESPP were calculated using the following assumptions: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 65%;"/> <td style="width: 8%; vertical-align: bottom;"/> <td/> <td/> <td style="width: 7%;"/> <td style="vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended<br/> December 31,<br/> 2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended<br/> December 31,<br/> 2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 65%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected term (in years)</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.5 – 2.1</td> <td style="vertical-align: bottom; white-space: nowrap; width: 7%;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.5 – 2.0</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 65%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Volatility</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">47.0-77.0</div></td> <td style="vertical-align: bottom; white-space: nowrap; width: 7%;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">46.5-75.4</div></td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 65%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free interest rate</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">0.1-1.5</div></td> <td style="vertical-align: bottom; white-space: nowrap; width: 7%;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">1.7-2.6</div></td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 65%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Dividend yield</div></div> </td> <td style="vertical-align: bottom; width: 8%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"> <div style="margin-top: 0px; margin-bottom: 0px; line-height: normal;">— </div> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 7%;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> </table> P0Y6M P2Y1M6D P0Y6M P2Y 0.470 0.770 0.465 0.754 0.001 0.015 0.017 0.026 0 0 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total stock-based compensation recognized by functions was as follows (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 67%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td style="width: 4%;"/> <td/> <td/> <td style="vertical-align: bottom;"/> <td/> <td/> <td/> <td style="vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="10" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2018</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 67%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Research and development</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">18,061</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">19,140</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,747</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 67%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Selling, general and administrative</div></div></div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">53,416</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">26,511</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">17,333</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 67%;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; width: 4%;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 67%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total stock-based compensation expense</div></div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">71,477</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">45,651</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">30,080</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 67%;"> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align: bottom; width: 4%;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 18061000 19140000 12747000 53416000 26511000 17333000 71477000 45651000 30080000 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2020, the unrecognized stock-based compensation cost, and the estimated weighted-average amortization period, using the straight-line attribution method, was as follows (in thousands, except amortization period): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 65%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 11%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;; width: 11%;"/> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Unrecognized</div></div></div><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Compensation<br/> Cost</div></div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Weighted-<br/> average</div></div></div><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">remaining</div></div></div><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">amortization<br/> period (years)</div></div></div></td> <td style="vertical-align: bottom;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 65%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Stock<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div>Options</div></div></td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">38,440</td> <td style="vertical-align: bottom; white-space: nowrap; width: 11%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2.3</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 65%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Restricted stock units</div></div></td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">110,837</td> <td style="vertical-align: bottom; white-space: nowrap; width: 11%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2.7</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 65%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Market-Condition restricted stock units</div></td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,989</td> <td style="vertical-align: bottom; white-space: nowrap; width: 11%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.2 </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 65%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">ESPP</div></div></td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,743</td> <td style="vertical-align: bottom; white-space: nowrap; width: 11%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">0.7</div></td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 65%;"> </td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="white-space: nowrap; width: 11%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; white-space: nowrap;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; white-space: nowrap;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 65%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total unrecognized stock-based compensation expense</div></div></td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">166,009</td> <td style="vertical-align: bottom; white-space: nowrap; width: 11%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2.5</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 65%;"> </td> <td style="vertical-align: bottom; width: 11%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="width: 11%;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td></tr></table> 38440000 P2Y3M18D 110837000 P2Y8M12D 12989000 P1Y2M12D 3743000 P0Y8M12D 166009000 P2Y6M <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">11. Defined Contribution Plan </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In 2013, we began to sponsor a 401(k) retirement plan, in which substantially all of our full-time employees are eligible to participate. Eligible participants may contribute a percentage of their annual compensation to this plan, subject to statutory limitations. We made contributions to the Plan for eligible participants, and recorded contribution expenses of $2.1 million for the year ended December 31, 2020, $1.4 million for the year ended December 31, 2019, and $0.8 million for the year ended December 31, 2018. </div></div> 2100000 1400000 800000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">12. Income Taxes </div></div></div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The components of the loss before income taxes were as follows (in thousands):</div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 58%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="10" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2018</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 58%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Loss before provision for income taxes:</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 58%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">United States</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(247,327</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(266,595</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(174,190</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 58%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">International</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(226</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(167</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 58%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; text-align: right;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(247,553</div></div></td> <td style="vertical-align: bottom;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(266,762</div></div></td> <td style="vertical-align: bottom;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(174,190</div></div></td> <td style="vertical-align: bottom;">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; width: 58%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">No provision for income taxes was recorded for the years ended December 31, 2020, December 31, 2019, and December 31, 2018. We have incurred net operating losses for all the periods presented. We have not reflected any benefit of such net operating loss (NOL) carryforwards in the accompanying consolidated financial statements. We have established a full valuation allowance against the related deferred tax assets due to the uncertainty surrounding the realization of such assets. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The effective tax rate of the provision for income taxes differs from the federal statutory rate as follows: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 75%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 4%;"/> <td/> <td/> <td/> <td style="vertical-align: bottom; width: 4%;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="10" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2018</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Federal statutory income tax rate</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">21.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">21.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">21.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">State taxes</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7.4</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9.7</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.3</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Federal and state tax credits</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4.3</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4.9</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7.1</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in valuation allowance</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(32.4</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(37.2</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(33.3</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Foreign rate differential</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.7</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Officer compensation limitation</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.8</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1.0</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.7</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-size: 0px;"> <td style="width: 75%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; white-space: nowrap; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal; white-space: nowrap;">Stock based <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">compensation/Non-deductible</div> changes in<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div>fair value</div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.6 </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.7 </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2.9</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Liquidation of foreign entities</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.9</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Other</div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.1  </td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 75%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Provision for Taxes</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 75%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 4%;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 4%;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The components of the deferred tax assets and liabilities are as follows (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 70%;"/> <td style="width: 6%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 6%;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Deferred tax assets:</div></div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 0%;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net operating loss carryforwards</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">216,092</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">157,685</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Tax credits</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">76,684</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">62,862</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Operating lease liability</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">23,147</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">16,177</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accruals and reserves</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,503</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,996</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Stock based compensation</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">14,981</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11,166</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Intangibles</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8,507</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8,243</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Other</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">904</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">408</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 70%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross deferred tax assets</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">346,818</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">260,537</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Valuation allowance</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(325,710</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(245,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 70%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net deferred tax assets</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">21,108</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,537</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Operating lease – ROU asset</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(13,975</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(14,971</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Property and equipment</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(7,050</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(352</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Other</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(83</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(214</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 70%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross deferred tax liabilities</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(21,108</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(15,537</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 70%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net deferred tax assets</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 70%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Realization of the deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. We have established a valuation allowance to offset deferred tax assets as of December 31, 2020 and 2019 due to the uncertainty of realizing future tax benefits from our net operating loss carryforwards and other deferred tax assets. The valuation allowance increased approximately<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div>$80.7 million<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div><div style="letter-spacing: 0px; top: 0px;;display:inline;">and</div> $99.2 million during the years ended <div style="letter-spacing: 0px; top: 0px;;display:inline;">December 31, 2020, and 2019, respectively.</div> The increase in the valuation allowance is mainly related to the increase in net operating loss carryforwards and the increase in tax credits generated during the respective taxable years. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2020, we had federal net operating loss carryforwards of approximately $829.1 million to offset future federal taxable income, with $209.9 million available through 2037 and $619.2 million available indefinitely. We also had state net operating loss carryforwards of approximately $587.1 million that may offset future state taxable income through 2040. Current federal and state tax laws include substantial restrictions on the utilization of net operating losses and tax credits in the event of an ownership change. Even if the carryforwards are available, they may be subject to annual limitations, lack of future taxable income, or future ownership changes that could result in the expiration of the carryforwards before they are utilized. At December 31, 2020, we recorded a 100% valuation allowance against our deferred tax assets of approximately $325.7 million, as at that time our management believed it was uncertain that they would be fully realized. If we determine in the future that we will be able to realize all or a portion of our net operating loss carryforwards, an adjustment to valuation allowance would increase net income in the period in which we make such a determination. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">In general, if we experience a greater than 50 percentage point aggregate change in ownership over a three-year period (a Section 382 ownership change), utilization of our <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">pre-change</div> NOL carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code (California has similar laws). The annual limitation generally is determined by multiplying the value of our stock at the time of such ownership change (subject to certain adjustments) by the applicable long-term <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">tax-exempt</div> rate. Such limitations may result in expiration of a portion of the NOL carryforwards that were generated prior to 2018 before utilization. We have not utilized any NOL carryovers through December 31, 2020. </div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">No liability related to uncertain tax positions is recorded on the consolidated financial statements. All uncertain tax positions are currently recorded as a reduction to our deferred tax asset. It is our policy to include </div>penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary.<div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div><div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): </div> </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 74%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 5%;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; width: 74%; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Balance at beginning of year</div></div></td> <td style="vertical-align: bottom; width: 5%; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">21,598</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; width: 5%; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">16,232</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%; background-color: rgba(255, 255, 255, 0);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Additions based on tax positions related to current year</div></div></td> <td style="vertical-align: bottom; width: 5%; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">3,346 </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; width: 5%; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">5,366</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr> <td style="vertical-align: top; width: 74%; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Decreased for prior period positions</div></div></td> <td style="vertical-align: bottom; width: 5%; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">(498 )</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px;"> </div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 5%;"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">—</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px;"> </div></td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; width: 5%; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; width: 0%; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 5%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; width: 74%; background-color: rgba(255, 255, 255, 0);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Unrecognized tax benefit—December 3<div style="letter-spacing: 0px; top: 0px;;display:inline;">1</div></div></div></td> <td style="vertical-align: bottom; width: 5%; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%; background-color: rgba(255, 255, 255, 0);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">24,446</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">21,598</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; width: 5%; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; width: 0%; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 5%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td></tr></table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">We do not expect that our uncertain tax positions will materially change in the next twelve months. The reversal of the uncertain tax benefits will not impact our effective tax rate as we continue to maintain a full valuation allowance against our deferred tax assets.</div> </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">We file federal, state and foreign income tax returns in the United States and in multiple foreign jurisdictions. We are not currently under examination by income tax authorities in federal, state or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits.</div> </div></div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The components of the loss before income taxes were as follows (in thousands):</div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 58%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="10" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2018</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 58%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Loss before provision for income taxes:</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 58%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">United States</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(247,327</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(266,595</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(174,190</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 58%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">International</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(226</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(167</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 58%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; text-align: right;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(247,553</div></div></td> <td style="vertical-align: bottom;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(266,762</div></div></td> <td style="vertical-align: bottom;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(174,190</div></div></td> <td style="vertical-align: bottom;">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; width: 58%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> -247327000 -266595000 -174190000 -226000 -167000 -247553000 -266762000 -174190000 0 0 0 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The effective tax rate of the provision for income taxes differs from the federal statutory rate as follows: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 75%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 4%;"/> <td/> <td/> <td/> <td style="vertical-align: bottom; width: 4%;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="10" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2018</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Federal statutory income tax rate</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">21.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">21.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">21.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">State taxes</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7.4</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9.7</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.3</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Federal and state tax credits</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4.3</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4.9</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7.1</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in valuation allowance</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(32.4</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(37.2</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(33.3</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Foreign rate differential</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.7</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Officer compensation limitation</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.8</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1.0</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.7</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-size: 0px;"> <td style="width: 75%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; white-space: nowrap; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal; white-space: nowrap;">Stock based <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">compensation/Non-deductible</div> changes in<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div>fair value</div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.6 </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.7 </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2.9</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Liquidation of foreign entities</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.9</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Other</div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.1  </td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 75%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 75%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Provision for Taxes</div></div></td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom; white-space: nowrap; width: 4%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 75%;"> </td> <td style="vertical-align: bottom; width: 5%;">  </td> <td style="vertical-align: bottom; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 4%;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 4%;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> 0.210 0.210 0.210 0.074 0.097 0.013 0.043 0.049 0.071 -0.324 -0.372 -0.333 0.017 -0.008 -0.010 -0.007 0.006 0.017 0.029 0 0.009 0.001 0.000 0.000 0.000 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The components of the deferred tax assets and liabilities are as follows (in thousands): </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 70%;"/> <td style="width: 6%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 6%;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Deferred tax assets:</div></div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 0%;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net operating loss carryforwards</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">216,092</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">157,685</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Tax credits</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">76,684</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">62,862</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Operating lease liability</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">23,147</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">16,177</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accruals and reserves</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,503</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,996</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Stock based compensation</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">14,981</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11,166</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Intangibles</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8,507</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8,243</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Other</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">904</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">408</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 70%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross deferred tax assets</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">346,818</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">260,537</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Valuation allowance</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(325,710</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(245,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 70%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net deferred tax assets</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">21,108</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,537</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Operating lease – ROU asset</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(13,975</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(14,971</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Property and equipment</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(7,050</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(352</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Other</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(83</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(214</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 70%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross deferred tax liabilities</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(21,108</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(15,537</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 70%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal; white-space: nowrap;"> </div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 70%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net deferred tax assets</div></div></td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 70%;"> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 6%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> 216092000 157685000 76684000 62862000 23147000 16177000 6503000 3996000 14981000 11166000 8507000 8243000 904000 408000 346818000 260537000 325710000 245000000 21108000 15537000 -13975000 -14971000 7050000 352000 83000 214000 21108000 15537000 0 0 80700000 99200000 829100000 209900000 2037 619200000 587100000 2040 1 325700000 <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; line-height: 12pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): </div> </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 74%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 5%;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; width: 74%; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Balance at beginning of year</div></div></td> <td style="vertical-align: bottom; width: 5%; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">21,598</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; width: 5%; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">16,232</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 74%; background-color: rgba(255, 255, 255, 0);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Additions based on tax positions related to current year</div></div></td> <td style="vertical-align: bottom; width: 5%; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">3,346 </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; width: 5%; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">5,366</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr> <td style="vertical-align: top; width: 74%; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Decreased for prior period positions</div></div></td> <td style="vertical-align: bottom; width: 5%; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">(498 )</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px;"> </div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 5%;"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px;"> </div></td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px; text-align: right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">—</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"><div style="line-height: normal; margin-bottom: 0px; margin-top: 0px;"> </div></td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; width: 5%; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; width: 0%; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 5%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; width: 74%; background-color: rgba(255, 255, 255, 0);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Unrecognized tax benefit—December 3<div style="letter-spacing: 0px; top: 0px;;display:inline;">1</div></div></div></td> <td style="vertical-align: bottom; width: 5%; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%; background-color: rgba(255, 255, 255, 0);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">24,446</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 5%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">21,598</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 74%; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; width: 5%; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; width: 0%; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 5%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td></tr></table> 21598000 16232000 3346000 5366000 498000 24446000 21598000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">13. Net Loss per Share </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Since we were in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following securities were not included in the diluted net loss per share calculations because their effect was anti-dilutive: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 61%;"/> <td style="width: 2%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 2%;"/> <td/> <td/> <td/> <td style="vertical-align: bottom; width: 2%;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="10" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2018</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 61%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Options to purchase common stock</div></div></td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,327,330</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,573,860</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,243,551</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 61%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Restricted shares subject to future vesting</div></div></td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">47,051</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 61%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Restricted stock units</div></div></td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,625,056</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,848,772</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">975,419</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 61%;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 61%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total</div></div></td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,952,386</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,422,632</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,266,021</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 61%;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following securities were not included in the diluted net loss per share calculations because their effect was anti-dilutive: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 61%;"/> <td style="width: 2%; vertical-align: bottom;"/> <td style="width: 0%;"/> <td/> <td/> <td style="vertical-align: bottom; width: 2%;"/> <td/> <td/> <td/> <td style="vertical-align: bottom; width: 2%;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="10" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2020</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2018</div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 61%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Options to purchase common stock</div></div></td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,327,330</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,573,860</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,243,551</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 61%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Restricted shares subject to future vesting</div></div></td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">47,051</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 61%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Restricted stock units</div></div></td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,625,056</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,848,772</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">975,419</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 61%;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 61%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Total</div></div></td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; width: 0%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,952,386</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,422,632</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,266,021</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; width: 61%;"> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom; width: 0%;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align: bottom; width: 2%;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> 3327330 3573860 3243551 47051 2625056 1848772 975419 5952386 5422632 4266021 <div style="text-align: center;"><div style="width: 8.5in; text-align: left; margin-right: auto; margin-left: auto;"><div id="tx63231_7" style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Selected Quarterly Financial Information (unaudited) </div></div></div></div><div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table provides the selected consolidated quarterly financial data for 2020 and 2019: </div></div></div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 28%;"/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="30" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">Quarter Ended</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-style:italic;display:inline;">(in thousands, except per share <br/> amounts)</div></div></div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">  </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">December 31,<br/> 2020</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">September 30,<br/> 2020</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">June 30,<br/> 2020</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">March 31,<br/> 2020</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">December 31,<br/> 2019</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">September 30,<br/> 2019</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">June 30,<br/> 2019</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">March 31,<br/> 2019</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 28%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;">Product sales, net</div></div></div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">  </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">41,295</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">36,889</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">31,501</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">14,118</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,108</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;;text-align:right;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">—</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;;text-align:right;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">—</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;;text-align:right;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">—</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 28%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;">Loss from operations</div></div></div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">  </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(59,373</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">)</div> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(58,311</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(52,036</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(73,452</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(99,214</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(68,742</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(60,804</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(52,523</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 28%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;">Net loss</div></div></div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">  </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(61,806</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(59,881</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(52,840</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(73,026</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(95,975</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(64,547</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(57,321</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(48,923</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 28%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;">Basic and diluted net loss per common share</div></div></div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">  </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1.00</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.97</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.86</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1.20</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1.59</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1.07</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1.01</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.87</td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">)</div></div> </td></tr></table> The following table provides the selected consolidated quarterly financial data for 2020 and 2019: <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 28%;"/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 1pt;">  </td> <td colspan="30" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">Quarter Ended</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-style:italic;display:inline;">(in thousands, except per share <br/> amounts)</div></div></div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">  </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">December 31,<br/> 2020</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">September 30,<br/> 2020</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">June 30,<br/> 2020</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">March 31,<br/> 2020</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">December 31,<br/> 2019</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">September 30,<br/> 2019</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">June 30,<br/> 2019</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0); font-size: 7.5pt; line-height: 7.5pt;;text-align:center;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;"><div style="line-height: 7.5pt; font-size: 7.5pt;;font-weight:bold;display:inline;">March 31,<br/> 2019</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 1pt; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 28%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;">Product sales, net</div></div></div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">  </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">41,295</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">36,889</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">31,501</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">14,118</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,108</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;;text-align:right;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">—</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;;text-align:right;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">—</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;;text-align:right;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">—</div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 28%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;">Loss from operations</div></div></div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">  </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(59,373</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">)</div> </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(58,311</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(52,036</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(73,452</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(99,214</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(68,742</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(60,804</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(52,523</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 28%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;">Net loss</div></div></div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">  </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(61,806</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(59,881</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(52,840</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(73,026</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(95,975</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(64,547</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(57,321</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(48,923</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 28%;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; line-height: 7.5pt;;display:inline;">Basic and diluted net loss per common share</div></div></div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">  </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1.00</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.97</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.86</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1.20</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1.59</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1.07</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(1.01</td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">) </div></div></td> <td style="vertical-align: bottom; font-size: 7.5pt; line-height: 7.5pt; width: 2%;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; white-space: nowrap; font-size: 7.5pt; line-height: 7.5pt;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.87</td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="font-size: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;, Times, serif; line-height: 7.5pt; letter-spacing: 0px; top: 0px;;display:inline;">)</div></div> </td></tr></table> 41295000 36889000 31501000 14118000 2108000 -59373000 -58311000 -52036000 -73452000 -99214000 -68742000 -60804000 -52523000 -61806000 -59881000 -52840000 -73026000 -95975000 -64547000 -57321000 -48923000 -1.00 -0.97 -0.86 -1.20 -1.59 -1.07 -1.01 -0.87 XML 23 R1.htm IDEA: XBRL DOCUMENT v3.20.4
Cover Page - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Feb. 18, 2021
Jun. 30, 2020
Cover [Abstract]      
Document Type 10-K    
Document Period End Date Dec. 31, 2020    
Entity Registrant Name Global Blood Therapeutics, Inc.    
Entity Filer Category Large Accelerated Filer    
Trading Symbol GBT    
Entity Emerging Growth Company false    
Entity Small Business false    
Document Transition Report false    
Entity Common Stock, Shares Outstanding   62,156,860  
Document Annual Report true    
Entity Interactive Data Current Yes    
Entity Current Reporting Status Yes    
Entity File Number 001-37539    
Entity Tax Identification Number 27-4825712    
Entity Shell Company false    
Entity Address, Address Line One 181 Oyster Point Boulevard    
Entity Address, City or Town South San Francisco    
Entity Address, State or Province CA    
City Area Code 650    
Local Phone Number 741-7700    
Entity Address, Postal Zip Code 94080    
Title of 12(b) Security Common Stock    
Security Exchange Name NASDAQ    
Entity Incorporation, State or Country Code DE    
Amendment Flag false    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001629137    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer Yes    
Entity Public Float     $ 1,606.1
Entity Voluntary Filers No    
ICFR Auditor Attestation Flag true    

XML 24 R2.htm IDEA: XBRL DOCUMENT v3.20.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 494,766 $ 302,237
Short-term marketable securities 66,126 307,732
Accounts receivable, net 17,500 2,637
Inventories 40,223 1,277
Prepaid expenses 12,599 9,422
Other assets, current 949 4,692
Total current assets 632,163 627,997
Property and equipment, net 37,882 27,113
Long-term marketable securities   85,030
Operating lease right-of-use assets 50,722 52,775
Restricted cash 2,436 2,395
Other assets, noncurrent 799 789
Total assets 724,002 796,099
Current liabilities:    
Accounts payable 19,078 10,621
Accrued liabilities 31,133 41,358
Accrued compensation 23,985 17,578
Other liabilities, current 4,836 1,896
Total current liabilities 79,032 71,453
Long-term debt 148,815 73,559
Operating lease liabilities, noncurrent 79,176 72,359
Other liabilities, noncurrent 822 34
Total liabilities 307,845 217,405
Commitments and contingencies (Note 8)
Stockholders' equity:    
Preferred stock, $0.001 par value, 5,000,000 shares authorized at December 31, 2020 and 2019, respectively, and none issued and outstanding as of December 31, 2020 and 2019
Common stock, $0.001 par value, 150,000,000 shares authorized at December 31, 2020 and 2019, respectively; 61,898,090 and 60,644,380 shares issued and outstanding at December 31, 2020 and 2019, respectively 62 61
Additional paid-in capital 1,402,262 1,316,795
Accumulated other comprehensive income 302 754
Accumulated deficit (986,469) (738,916)
Total stockholders' equity 416,157 578,694
Total liabilities and stockholders' equity $ 724,002 $ 796,099
XML 25 R3.htm IDEA: XBRL DOCUMENT v3.20.4
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 150,000,000 150,000,000
Common stock, shares issued 61,898,090 60,644,380
Common stock, shares outstanding 61,898,090 60,644,380
XML 26 R4.htm IDEA: XBRL DOCUMENT v3.20.4
Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Revenues [Abstract]      
Product sales, net $ 123,803 $ 2,108  
Costs and operating expenses:      
Cost of sales 1,986 48  
Research and development 155,122 174,556 $ 131,307
Selling, general and administrative 210,851 117,088 51,435
Gain on lease modification (984) (8,301)  
Total costs and operating expenses 366,975 283,391 182,742
Loss from operations (243,172) (281,283) (182,742)
Other income (expense):      
Interest income 5,834 15,591 8,964
Interest expense (9,809) (894) (346)
Other expenses, net (406) (180) (69)
Total other income (expense), net (4,381) 14,517 8,549
Net loss (247,553) (266,766) (174,193)
Other comprehensive loss:      
Net unrealized gain (loss) on marketable securities, net of tax (452) 802 288
Comprehensive loss $ (248,005) $ (265,964) $ (173,905)
Basic and diluted net loss per common share $ (4.04) $ (4.57) $ (3.41)
Weighted-average number of shares used in computing basic and diluted net loss per common share 61,334,037 58,321,612 51,150,728
XML 27 R5.htm IDEA: XBRL DOCUMENT v3.20.4
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2017 $ 318,804 $ 46 $ 617,051 $ (336) $ (297,957)
Beginning Balance, Shares at Dec. 31, 2017   46,131,723      
Issuance of common stock upon equity offerings, net of issuance costs 396,034 $ 8 396,026    
Issuance of common stock upon equity offerings, net of issuance costs, Shares   8,403,826      
Issuance of common stock upon exercise of stock options 6,022 $ 1 6,021    
Issuance of common stock upon exercise of stock options, Shares   596,434      
Issuance of common stock upon vesting of restricted share units, net of shares withheld for employee taxes (6,252) $ 1 (6,253)    
Issuance of common stock upon vesting of restricted share units, net of shares withheld for employee taxes, Shares   255,039      
Issuance of common stock pursuant to ESPP purchases 1,647   1,647    
Issuance of common stock pursuant to ESPP purchases, Shares   61,031      
Vesting of restricted stock purchases 369   369    
Vesting of restricted stock purchases, Shares   192,246      
Stock-based compensation expense 30,080   30,080    
Net unrealized gain (loss) on marketable securities 288     288  
Net loss (174,193)       (174,193)
Ending Balance at Dec. 31, 2018 572,799 $ 56 1,044,941 (48) (472,150)
Ending Balance, Shares at Dec. 31, 2018   55,640,299      
Issuance of common stock upon equity offerings, net of issuance costs 219,671 $ 4 219,667    
Issuance of common stock upon equity offerings, net of issuance costs, Shares   3,986,890      
Issuance of common stock upon exercise of stock options 11,636 $ 1 11,635    
Issuance of common stock upon exercise of stock options, Shares   538,503      
Issuance of common stock upon vesting of restricted share units, net of shares withheld for employee taxes (7,617)   (7,617)    
Issuance of common stock upon vesting of restricted share units, net of shares withheld for employee taxes, Shares   368,357      
Issuance of common stock pursuant to ESPP purchases 2,361   2,361    
Issuance of common stock pursuant to ESPP purchases, Shares   63,280      
Vesting of restricted stock purchases 157   157    
Vesting of restricted stock purchases, Shares   47,051      
Stock-based compensation expense 45,651   45,651    
Net unrealized gain (loss) on marketable securities 802     802  
Net loss (266,766)       (266,766)
Ending Balance at Dec. 31, 2019 578,694 $ 61 1,316,795 754 (738,916)
Ending Balance, Shares at Dec. 31, 2019   60,644,380      
Issuance of common stock upon exercise of stock options $ 13,328   13,328    
Issuance of common stock upon exercise of stock options, Shares 525,788 525,788      
Issuance of common stock upon vesting of restricted share units, net of shares withheld for employee taxes $ (5,287) $ 1 (5,288)    
Issuance of common stock upon vesting of restricted share units, net of shares withheld for employee taxes, Shares   629,857      
Issuance of common stock pursuant to ESPP purchases 4,137   4,137    
Issuance of common stock pursuant to ESPP purchases, Shares   98,065      
Stock-based compensation expense 73,290   73,290    
Net unrealized gain (loss) on marketable securities (452)     (452)  
Net loss (247,553)       (247,553)
Ending Balance at Dec. 31, 2020 $ 416,157 $ 62 $ 1,402,262 $ 302 $ (986,469)
Ending Balance, Shares at Dec. 31, 2020   61,898,090      
XML 28 R6.htm IDEA: XBRL DOCUMENT v3.20.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $ (247,553) $ (266,766) $ (174,193)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 8,323 8,605 4,607
Amortization (accretion) of premium (discount) on marketable securities 119 (2,057) (661)
Non-cash interest expense 1,523 43  
Amortization of operating lease right-of-use assets 2,500 1,327  
Stock-based compensation 71,477 45,651 30,080
Gain on lease modification (984) (8,301)  
Loss from disposal of fixed assets, net     45
Changes in operating assets and liabilities:      
Accounts receivables (14,863) (2,637)  
Inventories (36,779) (1,277)  
Prepaid expenses (702) (3,085) (2,500)
Other assets, current (23) (2,112) (1,278)
Accounts payable 8,374 4,499 (1,285)
Accrued liabilities (10,089) 24,706 8,031
Accrued compensation 6,407 7,543 1,457
Other liabilities, current (587) (1,482) 742
Operating lease liabilities 173 893  
Other liabilities, noncurrent 822 33 (420)
Net cash used in operating activities (211,862) (194,417) (135,375)
CASH FLOWS FROM INVESTING ACTIVITIES:      
Purchases of property and equipment (8,754) (3,460) (4,824)
Proceeds from sale of property and equipment   45 75
Purchases of marketable securities (57,936) (434,919) (361,405)
Maturities of marketable securities 384,002 361,473 181,997
Net cash provided by (used in) investing activities 317,312 (76,861) (184,157)
CASH FLOWS FROM FINANCING ACTIVITIES:      
Proceeds from issuance of common stock, net of issuance costs   219,443 396,501
Proceeds from issuance of long-term debt, net of debt issuance costs 74,799 72,475  
Proceeds from issuance of common stock in settlement of employee stock purchase plan and exercise of stock options 17,608 13,857 7,657
Taxes paid related to net share settlement of equity awards (5,287) (7,617) (6,252)
Net cash provided by financing activities 87,120 298,158 397,906
Net increase in cash, cash equivalents and restricted cash 192,570 26,880 78,374
Cash, cash equivalents and restricted cash at beginning of period 304,632 277,752 199,378
Cash, cash equivalents and restricted cash at end of period 497,202 304,632 277,752
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:      
Cash paid for interest 6,283  
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING INFORMATION:      
Accrued issuance costs (59) 85 467
Leasehold improvements paid for by landlord 10,709 17,231
Accrued purchase of property and equipment 6 78 48
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH TO THE CONDENSED CONSOLIDATED BALANCE SHEETS      
Cash, cash equivalents 494,766 302,237 275,357
Restricted cash 2,436 2,395 2,395
Total cash and cash equivalents and restricted cash $ 497,202 $ 304,632 $ 277,752
XML 29 R7.htm IDEA: XBRL DOCUMENT v3.20.4
Organization and Basis of Presentation
 12 Months Ended
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation
1. Organization and Basis of Presentation
Global Blood Therapeutics, Inc., or the Company, we, us, or our, was incorporated in Delaware in February 2011 and commenced operations in May 2012. We are a biopharmaceutical company dedicated to the discovery, development and delivery of life-changing treatments that provide hope to underserved patient communities. In late November 2019, we received U.S. Food and Drug Administration, or FDA, accelerated approval for our first medicine, Oxbryta
®
(voxelotor) tablets for the treatment of sickle cell disease, or SCD, in adults and children 12 years of age and older. In early December 2019, we began to make Oxbryta available to patients through our specialty pharmacy partner network. Our principal operations are based in South San Francisco, California, and we operate in one segment.
Need for Additional Capital
In the course of our development activities, we have sustained operating losses and we expect such losses to continue over the next several years. Our ultimate success depends on the outcome of our commercialization of Oxbryta and research and development activities. Since inception through December 31, 2020, we have incurred cumulative net losses of $986.5 million. We expect to incur additional losses for the foreseeable future to commercialize Oxbryta and conduct product research and development, and expect to potentially raise additional capital to fully implement our business plan. If needed, we intend to raise such capital through borrowings, the issuance of additional equity, and potentially through strategic alliances with partner companies or other transactions. However, if such financing is not available at adequate levels, we will need to
re-evaluate
our operating plans. We believe that our existing cash and cash equivalents and marketable securities will be sufficient to fund our cash requirements for at least twelve months subsequent to the issuance of these financial statements.
XML 30 R8.htm IDEA: XBRL DOCUMENT v3.20.4
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP.
Use of Estimates
The preparation of the accompanying consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of
variable consideration and
costs and expenses during the reporting period. We base our estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results could differ from these estimates under different assumptions or conditions.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation.
Segment Reporting
We have determined that we operate in a single segment based upon the way the business is organized for making operating decisions and assessing performance. We have only one operating segment related to the development of pharmaceutical products. All property and equipment is maintained in the United States.
Cash and Cash Equivalents
We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents, which consist primarily of amounts invested in money market accounts, are stated at fair value.
Investments in Marketable Securities
We invest in marketable securities, primarily money market funds, corporate debt securities, government securities, government agency securities, and certificates of deposits. We classify our marketable securities as
available-for-sale
securities and report them at fair value in cash equivalents or marketable securities on the consolidated balance sheets with related unrealized gains and losses included within accumulated other comprehensive income (loss) on the consolidated balance sheet. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the consolidated statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on
available-for-sale
securities are included in interest and other income (loss). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as
available-for-sale
are included in interest income.
We regularly review all of our investments for other-than-temporary declines in estimated fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in estimated fair value of an investment is below the amortized cost basis and the decline is other than temporary, we reduce the carrying value of the security and record a loss for the amount of such decline.
Fair Value Measurement
The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities.
Concentration of Risk
Credit Risk
We invest in a variety of financial instruments and, by our Board approved investment policy, limit the amount of credit exposure with any one issuer, industry or geographic area for investments other than instruments backed by the U.S. federal government.
Major Customers
We have entered into distribution agreements with certain limited specialty pharmacies and a specialty distributor. For the year ended December 31, 2020, our two largest customers represented approximately 92% of our product revenue and approximately 88% of our accounts receivable balance at December 31, 2020.
Major Suppliers
We do not currently have any of our own manufacturing facilities, and therefore depend on an outsourced manufacturing strategy for the production of Oxbryta for commercial use and for the production of our product candidates for clinical trials. We have contracts in place with one third-party manufacturer that is approved for the commercial production of Oxbryta and two third-party suppliers that are approved for Oxbryta’s active pharmaceutical ingredient. Although there are potential sources of supply other than our existing manufacturers and suppliers, any new supplier would be required to qualify under applicable regulatory requirements.
Accounts Receivables, net
Accounts receivables are recorded net of estimates of variable consideration for which reserves are established and which result from discounts and chargebacks that are offered within contracts between us and a limited number of specialty pharmacies and a specialty distributor in the United States. These reserves are classified as reductions of accounts receivable.
We estimate the allowance for doubtful accounts using current expected credit loss model, or CECL model. Under the CECL model, the allowance for doubtful accounts reflects the net amount expected to be collected from the account receivables. We evaluate the collectability of these cash flow based on the asset’s amortized cost, the risk of loss even when that risk is remote, losses over an asset’s contractual life, and other relevant information available to us. Accounts receivable balances are written off against the allowance when it is probable that the receivable will not be collected. Given the nature and history of our accounts receivable, we determined that an allowance for doubtful accounts was not required at December 31, 2020.
Inventories
Inventories are stated at the lower of cost or estimated net realizable value, on a
first-in,
first out, or FIFO, basis. We use actual costs to determine our cost basis for inventories. Inventories consist of raw materials,
work-in-process,
and finished goods.
We began capitalizing costs as inventory when the product candidate received regulatory approval. Prior to regulatory approval, we recorded inventory costs related to product candidates as research and development expenses.
We periodically assess the recoverability of our inventory and reduce the carrying value of the inventory when items are determined to be obsolete, defective or in excess of forecasted sales requirements. Inventory write-downs for excess, defective and obsolete inventory are recorded as a cost of sales. There have been no write-downs of our inventories for the periods presented.
Property and Equipment, Net
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which is three years for computer equipment and five years for laboratory equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Depreciation and amortization begins at the time the asset is placed in service. Maintenance and repairs are charged as expense in the statements of operations and comprehensive loss as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in operations.
Impairment of Long-Lived Assets
We evaluate our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. There have been no impairments of our long-lived assets for the periods presented.
Restricted Cash
Restricted cash consists of cash deposits held by our financial institution as collateral for our letter of credit under our facility lease.
Accruals of Research and Development and Manufacturing Costs
We record accruals for estimated costs of research, nonclinical and clinical studies and manufacturing development. These costs are a significant component of our research and development expenses. A substantial portion of our ongoing research and development activities are conducted by third-party service providers, including contract research organizations and contract manufacturing organizations. We also accrue for estimated costs of manufacturing activities for inventories. These costs are a significant component of the cost of our inventory.
We accrue the costs incurred under our agreements with these third parties based on actual work completed in accordance with agreements established with these third parties. We determine the accruals for research and development costs through discussions with internal personnel and external service providers as to the progress or stage of completion of the clinical studies and the agreed-upon fee to be paid for such services.
The accrual for contract manufacturing activities is based on an estimate of manufacturing activities completed to date, contractual rates, and amounts invoiced and paid to date at the end of each reporting period. We determine the percentage of manufacturing activities completed to date based on discussions with the contract manufacturing
organizations
, oversight of the manufacturing activities and anticipated timeline.
As actual costs become known, we adjust our accruals. We have not experienced any material deviations between accrued costs and actual costs. However, actual clinical and manufacturing services performed, number of subjects enrolled, and the rate of subject enrollment may vary from our estimates, resulting in adjustments to research and development costs or inventories in future periods. Changes in these estimates that result in material changes to our accruals of research and development and manufacturing costs could materially affect our results of operations or amounts of inventories capitalized.
Revenue Recognition
Pursuant to Accounting Standards Codification, Topic 606,
Revenue from Contracts with Customers
,
or ASC 606
,
we recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.
To determine revenue recognition for arrangements that we determine are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect substantially all of the consideration we are entitled to in exchange for the goods or services we transfer to the customer.
Product sales, net
Our product sales consist of U.S. sales of Oxbryta, which we began shipping to customers in December 2019. Prior to December 2019, we had no product sales. We sell Oxbryta to a limited number of specialty pharmacies and a specialty distributor, or collectively, Customers. These agreements with our Customers provide for transfer of title to the product at the time the product has been delivered to the Customers. The Customers subsequently dispense our products directly to a patient or resell our products to hospitals and certain pharmacies.
We recognize revenue on product sales when the Customers obtain control of our product, which occurs at a point in time, typically upon delivery to our Customers. It is at that point that we have a right to payment and that our Customers obtain title and the risks and rewards of ownership. Shipping and handling activities are considered to be fulfillment activities rather than a separate performance obligation. Payment terms are typically
30-60
days following delivery to our Customers. Because payment is expected shortly after delivery, we do not adjust the amount of consideration expected to be received for the effects of a significant financing component.
We consider the effects of items that can decrease the transaction price, such as variable consideration and consideration payable to Customers or payer. Amounts related to such items are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. The amount of variable consideration may be constrained and is included in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Revenue from product sales is recorded after considering the impact of the following variable consideration amounts along with the constraint at the time of revenue recognition:
Rebates:
We are subject to government mandated rebates for Medicaid Drug Rebate Program, Medicare Part D Prescription Drug Benefit Program, and other government health care programs in the United States. Rebate amounts are based upon contractual agreements or legal requirements with public sector benefit providers. We use the expected-value method for estimating these rebates based on statutory discount rates and expected utilization. The expected utilization of rebates is estimated based on third party data from the specialty pharmacies and specialty distributor. Estimates for these rebates are adjusted quarterly to reflect the most recent information. We record an accrued liability for unpaid rebates related to products for which control has been transferred to Customers.
Prompt payment discounts
: We provide discounts to our Customers if they pay for our products within a defined period of time after title transfers, which terms are explicitly stated in the contract. We use the most-likely-amount method for estimating prompt payment discounts. We expect that our Customers will earn prompt payment discounts. As a result, we deduct the full amount of those discounts from total product sales when revenues are recognized and record these discounts as a reduction of accounts receivable.
Co-payment
assistance:
We provide
co-payment
assistance to patients who have commercial insurance and meet certain eligibility requirements. We use the expected-value method for estimating
co-payment
assistance based on estimates of program redemption using data provided by third-party administrators. Estimates for the
co-payment
assistance are adjusted quarterly to reflect actual experience. We record an accrued liability for unredeemed
co-payment
assistance related to products for which control has been transferred to Customers.
Medicare Part D Coverage Gap:
The Medicare Part D coverage gap is a federal program to subsidize the costs of prescription drugs for Medicare beneficiaries in the United States, which mandates manufacturers to fund a portion of the Medicare Part D insurance coverage gap for prescription drugs sold to eligible patients. Funding of the coverage gap is generally invoiced and paid in arrears. We estimate the impact of the Medicare Part D coverage gap using the expected-value method based on an amount expected to be incurred for the current quarter’s activity, plus an accrual balance for known prior quarters. Estimates for the impact of the Medicare Part D coverage gap are adjusted quarterly to reflect actual experience. We record an accrued liability for unpaid reserves related to the Medicare Part D coverage gap.
Product returns:
Consistent with industry practice, we offer limited product return rights and generally allow for the return of product that is damaged or defective, or within a few months prior to and up to a few months after the product expiration date. We consider several factors in the estimation of potential product returns, including expiration dates of the product shipped, the limited product return rights, third-party data in monitoring channel inventory levels, shelf life of the product, prescription trends, and other relevant factors. We expect product returns to be immaterial. Other than these limited returns, we do not provide any product warranties.
Chargebacks
: Chargebacks are discounts that occur when contracted parties purchase directly from a specialty distributor. Contracted parties, which currently consist primarily of Public Health Service Institutions and federal government entities purchasing via the Federal Supply Schedule, generally purchase the product at a discounted price. The specialty distributor, in turn, charge back the difference between the price initially paid by the specialty distributor and the discounted price paid to the specialty distributor by the contracted parties to us. The reserves for chargeback are based on known sales to contracted parties. We establish the reserves for
chargebacks in the same period that the related revenue is recognized, resulting in a reduction of product revenue and receivables.
Distributor fees:
Our specialty distributor provides distribution services to us for a fee, based on a contractually determined fixed percentage of sales. We estimate these distributor fees and record such estimates in the same period the related revenue is recognized, resulting in a reduction of product revenue. We record an accrued liability for unpaid distributor fees.
Other revenue recognition considerations
Oxbryta is our only product. The only performance obligation included in our contracts is the delivery of Oxbryta to our Customers. Therefore, no allocation of transaction price amongst performance obligations is necessary. Consequently, the transaction price determined after considering the impacts of variable consideration is recognized at the time control is transferred to our Customers, which is upon delivery of Oxbryta to our Customers.
Because all sales of Oxbryta are in the United States and because our Customers are each a large distributor with similar variable consideration impacts, we provide revenue numbers on a total basis without further disaggregation. Additionally, we do not have any contract assets or liabilities, other than accounts receivable, related to our sales of Oxbryta.
Cost of Sales
Cost of sales consists primarily of direct and indirect costs related to the manufacturing of Oxbryta products sold, including third-party manufacturing costs, packaging services, freight, storage costs, allocation of overhead costs of employees involved with production, and Oxbryta net sales-based royalties payable to the Regents of the University of California. Costs incurred prior to FDA approval of Oxbryta in November 2019 have been recorded as research and development expense in our consolidated statement of operations and comprehensive loss.
Leases
Pursuant to Accounting Standards Codification, Topic 842,
Leases
, or ASC 842,
 
adopted on January 1, 2019
,
we determine if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether we have the right to control the identified asset.
Right-of-use,
or ROU, assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives received and initial direct costs incurred, as applicable.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. We consider our credit risk, term of the lease, and total lease payments and adjust for the impact of collateral, as necessary, when calculating our incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise any such options. Lease cost for our operating leases is recognized on a straight-line basis over the lease term.
We have elected to not separate lease and
non-lease
components for any leases within its existing classes of assets and, as a result, account for any lease and
non-lease
components as a single lease component. We have also elected to not recognize any leases within its existing classes of assets with a term of 12 months or less.
ROU assets and operating lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification.
Leases (Topic 840) Prior to the Adoption of Topic 842
We enter into lease agreements for our office and laboratory facilities. These leases are classified as operating leases. Rent expense is recognized on a straight-line basis over the noncancelable term of the lease and, accordingly, we record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability, which is included within other liabilities on the consolidated balance sheet. Incentives granted under our facilities leases, including rent holiday and allowances to fund leasehold improvements, are deferred and are recognized as adjustments to rental expense on a straight-line basis over the noncancelable term of the lease.
Comprehensive Income (Loss)
Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from
non-owner
sources. Our comprehensive income (loss) is comprised of net loss and changes in unrealized gains and losses on our marketable securities.
Research and Development
Research and development costs are expensed as incurred and consist of salaries and benefits, stock-based compensation expense, lab supplies and facility costs, as well as fees paid to other nonemployees and entities that conduct certain research and development activities on our behalf. Amounts incurred in connection with license agreements are also included in research and development expense. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are capitalized and then expensed as the related goods are delivered or the services are performed.
Long-term Debt
Long-term debt consists of our loan agreement, or Term Loan, with funds managed by Pharmakon Advisors LP, which are BioPharma Credit PLC, as collateral agent and a lender, and Biopharma Credit Investments V (Master) LP, as a lender, and collectively, the Lenders. We accounted for the Term Loan as a debt financing arrangement. Interest expense is accrued using the effective interest rate method over the estimated period the debt will be repaid. Debt issuance costs have been recorded as a debt discount in our consolidated balance sheets and are being amortized and recorded as interest expense throughout the life of the Term Loan using the effective interest rate method. We consider whether there are any embedded features in our debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to Accounting Standards Codification, or ASC, Topic 815,
Derivatives and Hedging
.
 
There are no embedded features identified from our Term Loan that require bifurcation and separating accounting. 
Stock-Based Compensation
We measure and recognize stock-based compensation expense, including employee and
non-employee
equity awards, based on fair value at the grant date. We use the Black-Scholes-Merton option-pricing model to calculate fair value. Stock-based compensation expense recognized in the consolidated statements of operations is based on stock awards ultimately vested, taking into consideration actual forfeitures.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to our lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance.
We recognize benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. It is our policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. To date, there have been no interest or penalties incurred in relation to the unrecognized tax benefits.
Net Loss per Share
Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given our net loss.
Recent Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU,
No. 2019-12,
Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes
. The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU
2019-12
is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and the applicable amendments will be applied on a prospective basis. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements.
Accounting Pronouncements Adopted
In August 2018, FASB, issued ASU
No. 2018-15,
Intangibles—Goodwill and
Other—Internal-Use
Software (Subtopic
350-40),
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing
Arrangement That Is a Service Contract
, or ASU
2018-15.
ASU
No. 2018-15
requires a customer that is a party to a cloud computing service contract to follow the
internal-use
software guidance in Subtopic
350-40
to determine which implementation costs to capitalize and which costs to expense. The amendments in this update are effective for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted ASU
No. 2018-15
in the first quarter of 2020 and applied the guidance prospectively to the implementation costs incurred in our implementations of various cloud computing arrangements that are service contracts. The adoption of this new standard did not have a material impact on our consolidated financial statements.
In August 2018, the FASB issued ASU
No. 2018-13,
Fair Value Measurement (Topic 820)
. The new standard modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including removals of, modification to, and additional disclosure requirements from Topic 820. The amendment of ASU
No. 2018-13
removes disclosure requirements from Topic 820 in the areas of (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation processes for Level 3 fair value measurements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Except for certain amendments related to Level 3 fair value measurements, all the other amendments should be applied retrospectively to all periods presented upon their effective date. We adopted ASU
No. 2018-13
in the first quarter of 2020 and applied the guidance retrospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements.
In June 2016, the FASB issued ASU
No. 2016-13,
Measurement of Credit Losses on Financial Instruments (Topic 326)
, which amends the guidance on the impairment of financial instruments. The new standard adds to
U.S. GAAP an impairment model that is based on expected losses rather than incurred losses, which is known as the current expected credit loss, or CECL model. The CECL model applies to most debt instruments (other than those measured at fair value), trade and other receivables, financial guarantee contracts, and loan commitments.
Available-for-sale
debt securities are scoped out of this guidance. Our investment portfolio primarily consists of
available-for-sale
debt securities carried at fair value. Our accounts receivable are not long term in nature and we do not expect to write off accounts receivable. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We adopted ASU
No. 2016-13
in the first quarter of 2020 and applied the guidance prospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements.
XML 31 R9.htm IDEA: XBRL DOCUMENT v3.20.4
Fair Value Measurements
 12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements
3. Fair Value Measurements
Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Our financial instruments consist of cash and cash equivalents, marketable securities, accounts receivables, accounts payable and accrued liabilities. Cash and cash equivalents and marketable securities reported at their respective fair values on our consolidated balance sheets. The remaining financial instruments are reported on our
c
onsolidated
b
alance
s
heets at cost that approximate current fair values due to their relatively short maturities.
Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
Level 1—
Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2—
Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
Level 3—
Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands):
 
    
December 31, 2020
  
    
Total
     
Level 1
     
Level 2
     
Level 3
  
Financial Assets:
                                    
Money market funds
    $ 486,174      $ 486,174      $ —        $ —    
Corporate debt securities
      29,804        —          29,804        —    
U.S. government agency securities
      15,943        —          15,943        —    
Certificates of deposits
      243        —          243        —    
U.S. government securities
      20,136        —          20,136        —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Total financial assets
    $ 552,300      $ 486,174      $ 66,126      $ —  
    
 
 
     
 
 
     
 
 
     
 
 
  
 
    
December 31, 2019
  
    
Total
     
Level 1
     
Level 2
     
Level 3
  
Financial Assets:
                                    
Money market funds
    $ 250,535      $ 250,535      $ —        $ —    
Corporate debt securities
      152,149        —          152,149        —    
U.S. government agency securities
      95,032        —          95,032        —    
Certificates of deposits
      6,282        —          6,282        —    
U.S. government securities
      140,244        —          140,244        —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Total financial assets
    $ 644,242      $ 250,535      $ 393,707      $ —    
    
 
 
     
 
 
     
 
 
     
 
 
  
We estimate the fair values of our investments in corporate debt securities, government and government related securities and certificates of deposits by taking into consideration valuations obtained from third-party pricing services. The fair value of our marketable securities classified within Level 2 is based upon observable inputs that may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads,
two-sided
markets, benchmark securities, bids, offers and reference data including market research publications. At December 31, 2020, the weighted average remaining contractual maturities of our Level 2 investments was less than one year and all of these investments are rated
A-1/P-1/F1
or A/A2, or higher by Moody’s and S&P.
XML 32 R10.htm IDEA: XBRL DOCUMENT v3.20.4
Available-for-Sale Securities
 12 Months Ended
Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]  
Available-for-Sale Securities
4.
Available-for-Sale
Securities
Estimated fair values of
available-for-sale
securities are generally based on prices obtained from commercial pricing services. The following table is a summary of
available-for-sale
securities recorded in cash and cash equivalents, or marketable securities in our Consolidated Balance Sheets (in thousands):
 
    
December 31, 2020
     
December 31, 2019
  
    
Amortized
Cost
     
Unrealized
Gains
     
Unrealized
(Losses)
     
Estimated
Fair Value
     
Amortized
Cost
     
Unrealized
Gains
     
Unrealized
(Losses)
    
Estimated
Fair Value
  
Financial Assets:
                                                                       
Money market funds
    $ 486,174      $ —        $ —        $ 486,174      $ 250,535      $ —        $ —       $ 250,535  
Corporate debt securities
      29,641        163        —          29,804        151,773        384        (8 )      152,149  
U.S. government agency securities
      15,906        37        —          15,943        94,963        73        (4 )      95,032  
Certificates of deposits
      241        2        —          243        6,239        43        —         6,282  
U.S. government securities
      20,036        100        —          20,136        139,978        266        —         140,244  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Total
    $ 551,998      $ 302      $ —        $ 552,300      $ 643,488      $ 766      $ (12 )    $ 644,242  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
The following table summarizes the classification of the
available-for-sale
securities on our
c
onsolidated
b
alance
s
heets (in thousands):
 
    
December 31,
2020
     
December 31,
2019
  
Cash and cash equivalents
    $ 486,174      $ 251,480  
Short-term marketable securities
      66,126        307,732  
Long-term marketable securities
      —          85,030  
    
 
 
     
 
 
  
Total
    $ 552,300      $ 644,242  
    
 
 
     
 
 
  
XML 33 R11.htm IDEA: XBRL DOCUMENT v3.20.4
Balance Sheet Components
 12 Months Ended
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Balance Sheet Components
5. Balance Sheet Components
Property and Equipment
Property and equipment consist of the following (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Laboratory equipment
    $ 11,922      $ 8,314  
Computer equipment
      3,023        2,224  
Leasehold improvements
      32,281        13,785  
Construction-in-progress
      517        19,289  
    
 
 
     
 
 
  
Total property and equipment
      47,743        43,612  
Less: accumulated depreciation and amortization
      (9,861 )       (16,499 ) 
    
 
 
     
 
 
  
Property and equipment, net
    $ 37,882      $ 27,113  
    
 
 
     
 
 
  
Depreciation expense was $8.3 million for the year ended December 31, 2020, $8.6 million for the year ended December 31, 2019 and $4.7 million for the year ended December 31, 2018. Refer to Note 8—Commitments and Contingencies for details on acceleration of depreciation expenses recognized during the years ended December 31, 2020 and 2019.
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Accrued research and development costs
    $ 10,677      $ 26,480  
Accrued manufacturing costs
      9,125        9,466  
Accrued professional and consulting services
      4,107        4,564  
Accrued sales deductions
      6,405        529  
Other
      819        319  
    
 
 
     
 
 
  
Total accrued liabilities
    $ 31,133      $ 41,358  
    
 
 
     
 
 
  
Other liabilities, current
Other liabilities consist of the following (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Operating lease liabilities, current
    $ 4,836      $ 1,866  
Other payable
      —          30  
    
 
 
     
 
 
  
Total other liabilities, current
    $ 4,836      $  1,896  
    
 
 
     
 
 
  
XML 34 R12.htm IDEA: XBRL DOCUMENT v3.20.4
Inventories
 12 Months Ended
Dec. 31, 2020
Disclosure Text Block [Abstract]  
inventories
6. Inventories
We began capitalizing inventories in
November
2019 once the FDA approved Oxbryta. Inventories consist of the following (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Raw materials
    $ 11,273      $ 700  
Work-in-process
      26,994        525  
Finished goods
      1,956        52  
    
 
 
     
 
 
  
Total inventories
    $ 40,223      $ 1,277  
    
 
 
     
 
 
  
For the year ended December 31, 2020, we have capitalized $1.8 million of share-based compensation expense to our inventories. See Note 10 - Share-based Compensation for details on share-based compensation expenses recognized during the year ended December 31, 2020.
XML 35 R13.htm IDEA: XBRL DOCUMENT v3.20.4
Long-term Debt
 12 Months Ended
Dec. 31, 2020
Disclosure Text Block [Abstract]  
Long-term Debt
7. Long-term Debt
Term Loan
On December 17, 2019, we entered into the Loan Agreement, or Term Loan, with funds managed by Pharmakon Advisors LP, which are BioPharma Credit PLC, as collateral agent, Biopharma Credit Investments V (Master) LP, as a lender, and BPCR Limited Partnership, as a lender, and collectively, the Lenders, for a senior secured credit facility consisting of an initial tranche of $75.0 million and the option to draw an additional $75.0 million until December 31, 2020. The first tranche, in the amount of $75.0 million, was funded in connection with the closing date of the Term Loan in December 2019, and the second tranche of the Term Loan, in the amount of $75.0 million was funded in November 2020.
The Term Loan carries a
72-month
term. The Term Loan bears interest at a floating per annum interest rate equal to 7.00% plus the greater of (a) the
3-month
LIBOR rate and (b) 2%. In the event we default, the interest rate would be 3% above the rate that is otherwise applicable thereto. Interest on amounts outstanding are payable quarterly in arrears. The Term Loan repayment schedule provides for interest only payments for the first 39 months, followed by consecutive equal quarterly payments of principal and interest commencing in March 2023 and continuing through the maturity of December 2025.
We have the option to prepay all or a portion of the borrowed amounts under the Term Loan. If we exercise this option, we must pay a prepayment fee between 1% and 3% of the principal amount being prepaid depending on the timing of the prepayment, or Prepayment Fee. If the prepayment occurs before December 2022, we must also pay an amount equal to the sum of all interest that would have accrued and been payable from date of prepayment through December 2022, or Make Whole Amount. We are obligated to pay an additional fee to the Lenders determined by multiplying the principal amount being paid or prepaid multiplied by 2%, or Paydown Fee, when such payments are made.
In the event of default or change in control, all unpaid principal and all accrued and unpaid interest amounts (if any) become immediately due and payable, at which point, we will be subject to the Prepayment Fee, the Make Whole Amount (if any) and the Paydown Fee. Events of default include, but are not limited to, a payment default, a material adverse change, and insolvency. The obligations under the Term Loan are secured by a first priority security interest in and a lien on substantially all of our assets, subject to certain exceptions.
Debt issuance costs paid directly to the Lenders of $1.1 million and the other debt issuance costs of $0.5 million were treated as discounts on the Term Loan. These debt discounts along with the Paydown Fee are being amortized or accreted to interest expenses
 
throughout the life of the Term Loan using the effective interest rate method. As of December 31, 2020, there were unamortized issuance costs and debt discounts of $
1.3
 million, which were recorded as a direct deduction from the Term Loan on the consolidated balance sheet. In addition, we paid the Lenders $
1.1
 million for the option to draw the additional $
75.0
 million, which was capitalized as a deferred asset and amortized on a straight-line basis through December 31, 2020. Any remaining unamortized amount is reclassed to debt discount at the time of closing of the second tranche of the Term Loan. We closed the second tranche of the Term Loan in November 2020 and $
0.2
 million of the unamortized deferred asset related to the option to draw the
second tranche was reclassed as the discount on the notes payable.
Future payments of principal and interest on the Term Loan as of December 31, 2020 (in thousands):
 
2021
      13,500  
2022
      13,500  
2023
      62,813  
2024
      58,313  
2025
      53,812  
    
 
 
  
Total minimum payments
      201,938  
Less amount representing interest
      (48,938 ) 
Less amount representing Paydown Fee
      (3,000 ) 
    
 
 
  
Long-term debt, gross
      150,000  
Discount on notes payable
      (1,596 ) 
Accretion of Paydown Fee
      411  
    
 
 
  
Long-term debt
    $ 148,815  
    
 
 
  
XML 36 R14.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
8. Commitments and Contingencies
Leases
We have operating leases for our headquarters, where we have office and research and development laboratory facilities, and equipment. Our leases have remaining lease terms of 1 to 10 years. Most of these leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases include renewal options at our election, with renewal terms that can extend the lease term from 1 to 10 years. These optional periods have not been considered in the determination of the
right-of-use
assets, or ROU assets, or lease liabilities associated with these leases as we did not consider it reasonably certain that we would exercise the options.
Lease costs included in operating expense in the consolidated statement of operations and comprehensive loss in relation to these operating leases were $12.4 million and $7.8 million for the year ended December 31, 2020 and 2019, respectively. Included in these lease costs were variable lease costs, which were not included within the measurement of our operating ROU assets and operating lease liabilities in the amount of $2.6 million and $2.5 million for the year ended December 31, 2020 and 2019, respectively. The variable lease cost is comprised primarily of our cost in certain research and development arrangements that contain embedded equipment, and our proportionate share of operating expenses, property taxes, and insurance in relation with our
 
facility lease. These costs are classified as operating lease expense due to our election to not separate lease and
non-lease
components.
Supplemental information related to leases for the period reported is as follows (in thousands, except weighted-average remaining lease term and weighted-average discount rate):
 
    
For the year ended
December 31,
  
    
2020
    
2019
  
ROU assets obtained in exchange for new operating lease upon adoption of ASC 842
    $ —       $ 14,177  
Adjustment to ROU assets as a result of the lease modification for the Prior Premises
      (106 )      (13,802 ) 
ROU assets obtained for new operating lease liabilities
      205       53,727  
Operating lease liabilities arising from obtaining ROU assets
      205       25,929  
Cash paid for amounts included in the measurement of lease liabilities
      7,696       4,481  
Weighted-average remaining lease term of operating leases (in years)
      9.2       10.1  
Weighted-average discount rate of operating leases
      8.66 %      8.66 % 
The majority of our lease costs are driven by our operating lease for our headquarters in South San Francisco, where we have office and research and development laboratory facilities.
In March 2017, we entered into a noncancelable operating lease, or Original Lease, for approximately 67,185 square feet of space in South San Francisco, California, or Prior Premises.
In August 2018, we entered into an amendment to the Original Lease, or Lease Amendment, to relocate the leased premises from the Prior Premises to a
to-be-constructed
building consisting of approximately 164,150 rentable square feet of space, or Substitute Premises, when the Substitute Premises are ready for occupancy, or Substitute Premises Payment Commencement Date. The Lease Amendment has a contractual term, or Substitute Premises Term, of 10 years from the Substitute Premises Payment Commencement Date. The Lease Amendment grants us an option to extend the Lease Amendment for an additional
10-year
period. Future minimum rental payments under the Lease Amendment during the
10-year
term are $121.5 million in the aggregate. Under the Lease Amendment, we are obligated to pay to the landlord certain costs, including taxes and operating expenses. The Lease Amendment also provides a tenant inducement allowance of up to $27.9 million, of which $4.1 million, if utilized, would be repaid to the landlord in the form of additional monthly rent with interest applied. As of December 31, 2020 and 2019, we have capitalized $32.3 million and $19.0 million, respectively, of costs within property and equipment, net for construction of leasehold improvements at the Substitute Premises, which were mostly acquired with the tenant inducement provided under the Lease Amendment.
On October 1, 2019, we determined that the Lease Amendment for the Substitute Premises had commenced as we had the right to control the Substitute Premises, which was deemed to be a lease modification. We determined the Lease Amendment consisted of two separate contracts under ASC 842. One contract was related to a new ROU asset for the Substitute Premises, which was to be accounted for as a new lease, and the other was related to the modification of the lease term of the Prior Premises.
With the commencement of the Lease Amendment, the lease term for the Original Lease was reduced, with the modified lease term expiring on June 1, 2020. We determined that the reduction of the lease term would be accounted for as a lease modification to the Prior Lease. On October 1, 2019, we remeasured the present value of future lease payments during the modified lease term to be $2.9 million, using an incremental borrowing rate of approximately 8.78%. We recognized the amount of remeasurement of the lease liability as an adjustment to the
ROU asset, reducing the carrying amount of the ROU asset to zero,
and recognized a gain on lease modification of $
8.3 
million for the year ended December 31, 2019. An additional gain on lease modification of $
1.0 
million was recognized for the year ended December 31, 2020 to write off the remaining lease liability related to the Original Lease
when we vacated the building
.
 As of December 31, 2020, and 2019, the unamortized operating lease liability associated with the Prior Premises was $
nil and $1.8 million, respectively.
On October 1, 2019, or Substitute Premises Commencement Date, we measured the present value of future lease payments that included the expected utilization of tenant inducements, using an incremental borrowing rate of approximately 8.66%. We recorded a ROU asset and a lease liability for $53.7 million associated with the Substitute Premises. During the years ended December 31, 2020 and 2019, the landlord paid approximately $10.7 million and $17.2 million, respectively, out of tenant inducement allowances for construction of leasehold improvements at the Substitute Premises, which was recognized as an increase in the operating lease liability. The balances of the ROU asset were approximately $50.6 million and $52.8 million as of December 31, 2020 and 2019, respectively. The balances for the operating lease liability were approximately $83.8 million and $72.4 million as of December 31, 2020, and 2019, respectively.
After relocating to the Substitute Premise, we surrendered and delivered the Prior Premises to the landlord in May 2020, upon which time we had no further obligations with respect to the Prior Premises other than with respect to the Initial Allowance, which we will repay to the landlord in the form of additional monthly rent with interest applied over the term of the Original Lease. Upon signing of the Lease Amendment, we
re-evaluated
the remaining useful life of the leasehold improvements at the Prior Premises and started to amortize the leasehold improvements over the remaining period of expected use, resulting in an acceleration of depreciation expenses for approximately $3.8 million and $7.0 million for the years ended December 31, 2020 and 2019, respectively.
As of December 31, 2020, the maturities of our operating lease liabilities under Topic 842 were as follows (in thousands):
 
Year ending December 31,
   
Amount
  
2021
      11,841  
2022
      12,222  
2023
      12,584  
2024
      12,948  
2025
      13,368  
Thereafter
      60,507  
    
 
 
  
Total lease payments
      123,470  
Less: Imputed interest
      (39,458 ) 
    
 
 
  
Present value of operating lease liabilities
    $ 84,012  
    
 
 
  
Rent expense was $9.8 million for the year ended December 31, 2020, $5.2 million for the year ended December 31, 2019, and $3.6 million for the year ended December 31, 2018. The operating leases require us to share in prorated operating expenses and property taxes based upon actual amounts incurred; those amounts are not fixed for future periods and, therefore, are not included in the future commitments listed above.
Indemnifications
We indemnify each of our directors and officers for certain events or occurrences, subject to certain limits, while the director or the officer is or was serving at our request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws. The term of the indemnification period lasts as long as a director or an officer may be subject to any proceeding arising out of acts or omissions of such director in such capacity. The maximum amount of potential future indemnification is unlimited; however, we currently hold director and officer liability insurance. This insurance allows the transfer of risk associated with
our exposure and may enable us to recover a portion of any future amounts paid. We believe that the fair value of these indemnification obligations is minimal. Accordingly, we have not recognized any liabilities relating to these obligations for any period presented.
Contingencies
In the ordinary course of business, we may be subject to legal claims and regulatory actions that could have a material adverse effect on our business or financial position. We assess our potential liability in such situations by analyzing potential outcomes, assuming various litigation, regulatory and settlement strategies. If we determine a loss is probable and its amount can be reasonably estimated, we accrue an amount equal to the estimated loss.
No losses and no provision for a loss contingency have been recorded to date.
Contingent Payments
In December 2019, we entered into an agreement, the Syros Agreement, with Syros Pharmaceuticals, Inc., or Syros, to discover, develop and commercialize novel therapies for SCD and beta thalassemia. Under the agreement, Syros will use its leading gene control platform to identify therapeutic targets and discover drugs that potentially induce fetal hemoglobin, and we have an option to obtain an exclusive worldwide license to develop, manufacture and commercialize any compounds or products resulting from the agreement, subject to Syros’ option to
co-promote
the first product in the United States. If we exercise the option, we will be responsible for all development, manufacture, regulatory activities and commercialization of the compound or product. Syros and we will be responsible for our own costs incurred to conduct research activities, except that we will fund up to $40.0 million in preclinical research for at least three years. Unless earlier terminated or extended, the research program under the agreement will end on the third anniversary of the agreement.
Under the terms of the Syros Agreement, we paid Syros an upfront payment of $20.0 million in January 2020, and, if we exercise our option under the agreement, we may be obligated to pay Syros up to $315.0 million in option exercise, development, regulatory, commercialization and sales-based milestones per product candidate and product resulting from the agreement. We will also be obligated to pay Syros, subject to certain reductions, tiered
mid-
to high-single digit royalties as percentages of calendar year net sales on any product resulting from the agreement. As of December 31, 2019, we have recognized the $20.0 million upfront payment in our research and development costs for year ended December 31, 2019. No milestone payments were recognized for the year ended December 31, 2020.
 
We have recognized $8.6 million of research reimbursement to Syros in our research and development cost for the year ended December 31, 2020.
In August 2018, we entered into the License Agreement, or Roche Agreement, with F.
Hoffmann-La
Roche Ltd. and
Hoffmann-La
Roche Inc. (together, “Roche”), pursuant to which Roche granted us an exclusive and sublicensable worldwide license under certain patent rights and
know-how
to develop and commercialize inclacumab for all indications and uses, except diagnostic use. Roche retained a
non-exclusive,
worldwide, perpetual, royalty-free license to inclacumab solely for any diagnostic use. As of December 31, 2019, we have paid Roche an upfront payment of $2.0 million, which was recognized in our research and development costs for year ended December 31, 2018. We are obligated to make contingent payments to Roche totaling approximately $125.5 million in milestone payments for the SCD indication, including up to $40.5 million based on achievement of certain clinical development and regulatory milestones for inclacumab in the SCD indication, and up to $85.0 million based on achievement of certain thresholds for annual net sales of inclacumab. As of December 31, 2020, we have recognized a $2.0 million clinical development milestone payment in our research and development costs for
the
 
year ended December 31, 2020. We are also obligated to make contingent payments to Roche up to an additional $6.4  million in milestone payments, which are owed to a third party, based on achievement of such clinical development and regulatory milestones for inclacumab. We are also obligated to make contingent payments to Roche up to $19.25 million in milestone payments based on
achievement of certain clinical development and regulatory milestones for inclacumab for any indication other than the SCD indication.
XML 37 R15.htm IDEA: XBRL DOCUMENT v3.20.4
Stockholders' Equity
 12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Stockholders' Equity
9. Stockholders’ Equity
Follow-on
Offerings
In June 2019, we completed a
follow-on
offering and issued 3,375,527 shares of common stock at a price of $57.12 per share for proceeds of $192.4 million net of underwriting costs and commissions and offering expenses. In addition, in July 2019, we sold an additional 100,000 shares of our common stock directly to the underwriters when they exercised their over-allotment option at the price of $57.12 per share for proceeds of $5.7 million net of underwriting costs and commissions.
In December 2018, we completed a
follow-on
offering and issued 3,409,090 shares of common stock at a price of $41.54 per share for proceeds of $141.1 million net of underwriting costs and commissions and offering expenses. In addition, in January 2019, we sold an additional 511,363 shares of our common stock directly to the underwriters when they exercised their over-allotment option at the price of $41.54 per share for proceeds of $21.2 million net of underwriting costs and commissions.
Common Stock Reserved for Issuance
We have reserved sufficient shares of common stock for issuance upon the exercise of stock options, vesting of restricted stock units and restricted shares subject to future vesting. Common stockholders are entitled to dividends if and when declared by the board of directors, subject to the prior rights of any preferred stockholders. As of December 31, 2020, no common stock dividends had been declared by the board of directors.
We have reserved shares of common stock for future issuance as follows:
 
    
December 31,
  
    
2020
     
2019
  
Restricted stock units
      2,625,056        1,848,772  
Options issued and outstanding
      3,327,330        3,573,860  
Shares available for future grant under the 2015 Plan and 2017 Inducement Equity Plan
      6,018,567        4,478,656  
Employee stock purchase plan
      254,590        252,655  
    
 
 
     
 
 
  
Total
      12,225,543        10,153,943  
    
 
 
     
 
 
  
XML 38 R16.htm IDEA: XBRL DOCUMENT v3.20.4
Share-based Compensation
 12 Months Ended
Dec. 31, 2020
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-based Compensation
10. Share-based Compensation
Amended and Restated 2017 Inducement Equity Plan
In January 2017, we adopted the 2017 Inducement Equity Plan and amended the plan in December 2019 with the Amended and Restated 2017 Inducement Plan, or the 2017 Inducement Plan
. Under the 2017 Inducement Plan, shares of our common stock are reserved for the issuance of non-qualified stock options and other equity-based awards to induce highly-qualified prospective officers and employees who are not currently employed by us or our subsidiaries to become employed with our company. Awards granted 
under the 2017 Inducement Plan expire no later than
10 years
from the date of grant. For
non-statutory
stock options, the option price shall not be less than 100% of the fair market value on the day of grant. Options granted generally vest over
four years
and vest at a rate of 25% upon the first anniversary of the issuance date and
1/16
th
per quarter over the following
three years
thereafter. Restricted stock units granted generally vest at a rate of 25% upon the first anniversary of the issuance date and
1/8
th
per half year over the following
three years
thereafter. The number of shares initially reserved for grant is subject to adjustment for reorganization, recapitalization, stock dividend, stock split, or similar changes in our capital stock. As of December 31, 2020, there were 1,277,475 shares reserved for the future issuance of equity awards under the 2017 Inducement Plan.
2015 Stock Option and Incentive Plan
In July 2015, we adopted the 2015 Stock Option and Incentive Plan, or 2015 Plan. Under the 2015 Plan, shares of our common stock are reserved for the issuance of stock options, restricted stock, and other equity-based awards to employees,
non-employee
directors, and consultants under terms and provisions established by the Board of Directors and approved by our stockholders at inception. Awards granted under the 2015 Plan expire no later than 10 years from the date of grant. For incentive stock options and
non-statutory
stock options, the option price shall not be less than 100% of the fair market value on the day of grant. If at the time we grant an option and the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all our classes of stock, the option price is required to be at least 110% of the fair market value on the day of grant. Options granted typically vest over a
4-year
period but may be granted with different vesting terms. Restricted stock units granted generally vest at a rate of 1/8
th
per half year over the
4-year
period. As of December 31, 2020, there were 4,741,092 shares reserved for the future issuance of equity awards under the 2015 Plan.
2012 Stock Option and Grant Plan
In 2012, we adopted the 2012 Stock Option and Grant Plan, or 2012 Plan, under which our Board of Directors was authorized to grant incentive stock options to employees, including officers and members of the Board of Directors who are also employees of ours, and
non-statutory
stock options (options that do not qualify as incentive options) and/or our restricted stock and other equity-based awards to our employees, officers, directors, or consultants. Awards granted under the 2012 Plan expire no later than 10 years from the date of grant. Upon adoption of the 2015 Plan, no new awards or grants are permitted under the 2012 Plan.
Stock Option Activity
The following table summarizes activity under our stock option plans, including the 2017 Inducement Plan, 2015 Plan and the 2012 Plan and related information (in thousands, except share and per share amounts and term):
 
    
Number
of Options
     
Weighted-
Average
Exercise
Price
     
Weighted-
Average
remaining
contractual
term (years)
     
Aggregate
Intrinsic
Value
  
Outstanding—December 31, 2019
      3,573,860      $ 36.24        7.55           
Options granted
      719,561        65.36                    
Options exercised
      (525,788 )       25.35                    
Options canceled
      (440,303 )       52.78                    
    
 
 
                             
Outstanding—December 31, 2020
      3,327,330      $ 42.07        7.02      $ 29,720  
    
 
 
                       
 
 
  
Vested and exercisable—December 31, 2020
      2,151,326      $ 34.77        6.33      $ 28,616  
    
 
 
                       
 
 
  
The aggregate intrinsic value was calculated as the difference between the exercise price of the options and the fair value of our common stock as of December 31, 2020. The total intrinsic value of options exercised was $23.0 million for the year ended December 31, 2020, $23.5 million for the year ended December 31, 2019, and $23.4 million for the year ended December 31, 2018. The weighted-average estimated fair value of stock options granted was $40.76 for the year ended December 31, 2020, $32.30 for the year ended December 31, 2019, and $33.58 for the year ended December 31, 2018.
Stock Options Granted to Employees with Service-based Vesting Valuation Assumptions
The fair values of stock options granted to employees were calculated using the following assumptions:
 
    
Year Ended December 31,
    
2020
  
2019
  
2018
Expected term (in years)
   
5.1-6.1
  
5.3-6.1
  
5.3-6.1
Volatility
   
69.6%-71.8%
  
69.8%-72.2%
  
68.7%-71.8%
Risk-free interest rate
   
0.3%-1.8%
  
1.4%-2.6%
  
2.6%-3.0%
Dividend yield
    —     —     —  
In determining the fair value of the options granted, we used the Black-Scholes-Merton option-pricing model and assumptions discussed below.
Expected Term—
Our expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). We have limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for our stock option grants. 
Expected Volatility
—We use peer company price volatility as well as the historical volatility of our own common stock to estimate expected stock price volatility due to the limited trading history for our common stock since our IPO in August 2015. When selecting comparable publicly traded biopharmaceutical companies on which we have based our expected stock price volatility, we selected companies with comparable characteristics to us, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available.
Risk-Free Interest Rate
—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option.
Expected Dividend
—We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero.
Restricted Stock Units
In January 2017, the Compensation Committee of our Board of Directors approved the commencement of granting restricted stock units, or RSUs, to our employees. RSUs are share awards that entitle the holder to receive freely tradable shares of our common stock upon the completion of a specific period of continued service. RSUs are generally subject to forfeiture if employment terminates prior to the release of vesting restrictions. RSUs granted are valued at the market price of our common stock on the date of grant. We recognize noncash compensation expense for the fair value of RSUs on a straight-line basis over the requisite service period of these awards.
The following table summarizes activity of RSUs granted to employees with service-based vesting under the 2017 Inducement Plan and 2015 Plan and related information (in thousands, except share, per share amounts and vesting period):
 
    
Number
of RSUs
     
Weighted-
Average
Grant Date
Fair Value
     
Weighted-
Average
Remaining
Vesting
Period (years)
     
Aggregate
Intrinsic
Value
  
Non-vested
units—December 31, 2019
      1,848,772      $ 49.19        1.54      $ 146,959  
RSUs granted
      1,577,047        64.28                    
RSUs vested
      (710,403 )       50.84                    
RSUs forfeited
      (505,060 )       56.30                    
    
 
 
                             
Non-vested
units—December 31, 2020
      2,210,356      $ 57.80        1.45      $ 95,731  
    
 
 
                       
 
 
  
Market-Condition Awards Granted to Employees
2017 Market-Condition RSU Awards
On August 11, 2017, our Board of Directors approved awards up to an aggregate of 365,250 RSUs to certain of our senior management team under the 2015 Plan, the vesting of which was contingent upon a combination of continued employment and achieving certain market capitalization milestones, which we refer to as the 2017 Market-Condition RSU Awards. The 2017 Market-Condition RSU Awards would not vest until the achievement of their respective market capitalization milestones, which were required to occur on or before December 31, 2019. The grant date fair value of the 2017 Market-Condition RSU Awards was estimated using a Monte Carlo simulation model. The derived service periods, which are the estimated periods of time that would be required to satisfy the market conditions, are also determined at the grant date. We record expense on a straight-line basis over the applicable derived service periods. In 2019, 156,000 shares and 3,250 shares of 2017 Market-Condition RSU Awards were vested and were forfeited, respectively. There were no
non-vested
2017 Market-Condition RSU Awards as of December 31, 2020 and 2019.
We recognized $36,500 and $3.1 million in stock-based compensation expense related to the 2017 Market-Condition RSU Awards for the year ended December 31, 2019 and December 31, 2018, respectively. No expenses recorded related to the 2017 Market-Condition RSU Awards for the year ended December 31, 2020.
2020 Market-Condition RSU Award
s
The Compensation Committee of our Board of Directors granted, effective June 1, 2020, awards of up to an aggregate of 414,700 RSUs to certain of our senior management, including our executive officers, under the 2015 Plan, the vesting of which is contingent upon the achievement of three escalating stock price targets, which we refer to as the 2020 Market-Condition RSU Awards. Upon the achievement of the respective stock price targets, 50% of the RSUs allotted to that tranche will vest, while the remaining 50% will vest on the first anniversary of the date the stock price target was achieved, subject to the employee’s continued employment or other service relationship with us through such vesting date. Under the terms of the awards, if the stock price targets are not achieved for all or some of the tranches on or before June 30, 2024, the unvested awards will be automatically terminated and forfeited. The compensation cost for the RSUs with a market condition is not reversed when the market condition is not satisfied.
 
The target prices and vesting tranches are set forth in the table below:
 
Stock Price Targets
   
Number of Units Allotted
$109.20    82,940
$145.60    145,145
$182.00    186,615
The grant date fair value of the 2020 Market-Condition RSU Awards was estimated using a Monte Carlo simulation model, which includes variables such as the expected volatility of the Company’s share price and interest rates to generate potential future outcomes. We recognize the related compensation expense on a straight-line basis over the applicable derived service periods, which are the estimated periods of time that would be required to satisfy the market conditions.
The following table summarizes activity of the 2020 Market-Condition RSU Awards under the 2015 Plan and related information (in thousands, except share, per share amounts and vesting period):
 
    
Number
of Units
     
Weighted-
Average
Grant Date Fair
Value
     
Weighted-
Average
Remaining
Vesting
Period (years)
     
Aggregate
Intrinsic
Value
  
Non-vested
market-condition awards — December 31, 2019
      —        $ —          —             
Granted
      421,000        49.95                    
Vested
      —          —                      
Forfeited
      (6,300 )       49.95                    
    
 
 
                             
Non-vested
market-condition awards — December 31, 2020
      414,700      $ 49.95        1.21      $ 17,961  
    
 
 
                       
 
 
  
The following table summarizes the assumptions used to estimate the fair value of the market-condition awards as of the grant date:
 
Valuation date stock price
    $ 68.67  
Volatility
      68.1 % 
Risk-free interest rate
      0.26 % 
Dividend yield
      —   
At December 31, 2020, total unrecognized compensation expense related to
non-vested
market-condition awards was $13.0 million, which is expected to be recognized over their respective remaining derived service periods. The weighted average derived service period is 1.21 years. For the year ended December 31, 2020, we recognized $7.7 million in stock-based compensation expense related to the 2020 Market-Condition RSU Awards.
Employee Stock Purchase Plan
In July 2015, we adopted the 2015 Employee Stock Purchase Plan, or 2015 ESPP. Under the 2015 ESPP, our employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the stock at the beginning of the offering period or at the end of each applicable purchase period. The 2015 ESPP provided for offering periods of six months in duration. As approved by the Compensation Committee of the Board of Directors in December 2017, the 2015 ESPP provides for offering periods of two years in duration with purchase periods occurring every six months during an offering period. The purchase periods end on either January 31 or July 31. Contributions under the 2015 ESPP are limited to a maximum of 15% of an employee’s eligible compensation. ESPP purchases are settled with common stock from the ESPP’s previously authorized and available pool of shares. The 2015 ESPP was amended and restated in March 2020. The amended 2015 ESPP moves the timing of the purchase periods end on either February 28 (or February 29, if applicable) or August 31. Once each of the existing offering period ends, the next offering period immediately following will be a
one-time
transitional offering period, starting with one
7-month
purchase period followed by three
6-mon
th
 purchase periods. After this
one-time
transition offering period, all following offering periods will remain for two years with four equal
six-month
purchase periods. During the year ended December 31, 2020, 98,065 shares were issued under the ESPP for $4.1 million. 
The fair values of the rights granted under the 2015 ESPP were calculated using the following assumptions:
 
    
Year Ended
December 31,
2020
    
Year Ended
December 31,
2019
  
Expected term (in years)
      0.5 – 2.1       0.5 – 2.0  
Volatility
     
47.0-77.0
 %     
46.5-75.4
 % 
Risk-free interest rate
     
0.1-1.5
 %     
1.7-2.6
 % 
Dividend yield
     
—
%      — % 
Stock-Based Compensation Expense
Total stock-based compensation recognized by functions was as follows (in thousands):
 
    
Year Ended December 31,
  
    
2020
     
2019
     
2018
  
Research and development
    $ 18,061      $ 19,140      $ 12,747  
Selling, general and administrative
      53,416        26,511        17,333  
    
 
 
     
 
 
     
 
 
  
Total stock-based compensation expense
    $ 71,477      $ 45,651      $ 30,080  
    
 
 
     
 
 
     
 
 
  
Unrecognized Stock-Based Compensation Expense and Weighted-Average Remaining Amortization Period
As of December 31, 2020, the unrecognized stock-based compensation cost, and the estimated weighted-average amortization period, using the straight-line attribution method, was as follows (in thousands, except amortization period):
 
    
Unrecognized
Compensation
Cost
     
Weighted-
average
remaining
amortization
period (years)
  
Stock
 
Options
    $ 38,440        2.3  
Restricted stock units
      110,837        2.7  
Market-Condition restricted stock units
      12,989        1.2  
ESPP
      3,743       
0.7
  
    
 
 
           
Total unrecognized stock-based compensation expense
    $ 166,009        2.5  
    
 
 
           
XML 39 R17.htm IDEA: XBRL DOCUMENT v3.20.4
Defined Contribution Plan
 12 Months Ended
Dec. 31, 2020
Postemployment Benefits [Abstract]  
Defined Contribution Plan
11. Defined Contribution Plan
In 2013, we began to sponsor a 401(k) retirement plan, in which substantially all of our full-time employees are eligible to participate. Eligible participants may contribute a percentage of their annual compensation to this plan, subject to statutory limitations. We made contributions to the Plan for eligible participants, and recorded contribution expenses of $2.1 million for the year ended December 31, 2020, $1.4 million for the year ended December 31, 2019, and $0.8 million for the year ended December 31, 2018.
XML 40 R18.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes
 12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Income Taxes
12. Income Taxes
The components of the loss before income taxes were as follows (in thousands):
 
    
Year Ended December 31,
  
    
2020
     
2019
     
2018
  
Loss before provision for income taxes:
                           
United States
    $ (247,327 )     $ (266,595 )     $ (174,190 ) 
International
      (226 )       (167 )       —    
    
 
 
     
 
 
     
 
 
  
    
$
(247,553
 )    
$
(266,762
 )    
$
(174,190
 ) 
    
 
 
     
 
 
     
 
 
  
No provision for income taxes was recorded for the years ended December 31, 2020, December 31, 2019, and December 31, 2018. We have incurred net operating losses for all the periods presented. We have not reflected any benefit of such net operating loss (NOL) carryforwards in the accompanying consolidated financial statements. We have established a full valuation allowance against the related deferred tax assets due to the uncertainty surrounding the realization of such assets.
The effective tax rate of the provision for income taxes differs from the federal statutory rate as follows:
 
    
Year Ended December 31,
  
    
2020
    
2019
    
2018
  
Federal statutory income tax rate
      21.0 %      21.0 %      21.0 % 
State taxes
      7.4       9.7       1.3  
Federal and state tax credits
      4.3       4.9       7.1  
Change in valuation allowance
      (32.4 )      (37.2 )      (33.3 ) 
Foreign rate differential
      —         —         1.7  
Officer compensation limitation
      (0.8 )      (1.0 )      (0.7 ) 
Stock based
compensation/Non-deductible
changes in
 
fair value
      0.6       1.7       2.9  
Liquidation of foreign entities
      —       0.9       —    
Other
      (0.1   )      —         —    
    
 
 
    
 
 
    
 
 
  
Provision for Taxes
      0.0 %      0.0 %      0.0 % 
    
 
 
    
 
 
    
 
 
  
The components of the deferred tax assets and liabilities are as follows (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Deferred tax assets:
                  
Net operating loss carryforwards
    $ 216,092      $ 157,685  
Tax credits
      76,684        62,862  
Operating lease liability
      23,147        16,177  
Accruals and reserves
      6,503        3,996  
Stock based compensation
      14,981        11,166  
Intangibles
      8,507        8,243  
Other
      904        408  
    
 
 
     
 
 
  
Gross deferred tax assets
      346,818        260,537  
Valuation allowance
      (325,710 )       (245,000 ) 
    
 
 
     
 
 
  
Net deferred tax assets
      21,108        15,537  
Operating lease – ROU asset
      (13,975 )       (14,971 ) 
Property and equipment
      (7,050 )       (352 ) 
Other
      (83 )       (214 ) 
    
 
 
     
 
 
  
Gross deferred tax liabilities
      (21,108 )       (15,537 ) 
    
 
 
     
 
 
  
Net deferred tax assets
    $ —        $ —    
    
 
 
     
 
 
  
Realization of the deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. We have established a valuation allowance to offset deferred tax assets as of December 31, 2020 and 2019 due to the uncertainty of realizing future tax benefits from our net operating loss carryforwards and other deferred tax assets. The valuation allowance increased approximately
 
$80.7 million
 
and
 $99.2 million during the years ended
December 31, 2020, and 2019, respectively.
The increase in the valuation allowance is mainly related to the increase in net operating loss carryforwards and the increase in tax credits generated during the respective taxable years.
As of December 31, 2020, we had federal net operating loss carryforwards of approximately $829.1 million to offset future federal taxable income, with $209.9 million available through 2037 and $619.2 million available indefinitely. We also had state net operating loss carryforwards of approximately $587.1 million that may offset future state taxable income through 2040. Current federal and state tax laws include substantial restrictions on the utilization of net operating losses and tax credits in the event of an ownership change. Even if the carryforwards are available, they may be subject to annual limitations, lack of future taxable income, or future ownership changes that could result in the expiration of the carryforwards before they are utilized. At December 31, 2020, we recorded a 100% valuation allowance against our deferred tax assets of approximately $325.7 million, as at that time our management believed it was uncertain that they would be fully realized. If we determine in the future that we will be able to realize all or a portion of our net operating loss carryforwards, an adjustment to valuation allowance would increase net income in the period in which we make such a determination.
In general, if we experience a greater than 50 percentage point aggregate change in ownership over a three-year period (a Section 382 ownership change), utilization of our
pre-change
NOL carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code (California has similar laws). The annual limitation generally is determined by multiplying the value of our stock at the time of such ownership change (subject to certain adjustments) by the applicable long-term
tax-exempt
rate. Such limitations may result in expiration of a portion of the NOL carryforwards that were generated prior to 2018 before utilization. We have not utilized any NOL carryovers through December 31, 2020.
No liability related to uncertain tax positions is recorded on the consolidated financial statements. All uncertain tax positions are currently recorded as a reduction to our deferred tax asset. It is our policy to include
penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary.
 
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 
 
    
December 31,
  
    
2020
     
2019
  
Balance at beginning of year
    $ 21,598      $ 16,232  
Additions based on tax positions related to current year
      3,346        5,366  
Decreased for prior period positions
 
 
(498 )
 
 
 
—
 
    
 
 
     
 
 
  
Unrecognized tax benefit—December 3
1
    $ 24,446      $ 21,598  
    
 
 
     
 
 
  
We do not expect that our uncertain tax positions will materially change in the next twelve months. The reversal of the uncertain tax benefits will not impact our effective tax rate as we continue to maintain a full valuation allowance against our deferred tax assets.
We file federal, state and foreign income tax returns in the United States and in multiple foreign jurisdictions. We are not currently under examination by income tax authorities in federal, state or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits.
XML 41 R19.htm IDEA: XBRL DOCUMENT v3.20.4
Net Loss per Share
 12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
Net Loss per Share
13. Net Loss per Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Since we were in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive.
The following securities were not included in the diluted net loss per share calculations because their effect was anti-dilutive:
 
    
December 31,
  
    
2020
     
2019
     
2018
  
Options to purchase common stock
      3,327,330        3,573,860        3,243,551  
Restricted shares subject to future vesting
      —          —          47,051  
Restricted stock units
      2,625,056        1,848,772        975,419  
    
 
 
     
 
 
     
 
 
  
Total
      5,952,386        5,422,632        4,266,021  
    
 
 
     
 
 
     
 
 
  
XML 42 R20.htm IDEA: XBRL DOCUMENT v3.20.4
Selected Quarterly Financial Information (Unaudited)
 12 Months Ended
Dec. 31, 2020
Quarterly Financial Information Disclosure [Abstract]  
Selected Quarterly Financial Information (Unaudited)
Selected Quarterly Financial Information (unaudited)
The following table provides the selected consolidated quarterly financial data for 2020 and 2019:
 
    
Quarter Ended
 
(in thousands, except per share
amounts)
  
December 31,
2020
 
 
September 30,
2020
 
 
June 30,
2020
 
 
March 31,
2020
 
 
December 31,
2019
 
 
September 30,
2019
 
 
June 30,
2019
 
 
March 31,
2019
 
Product sales, net
  
$
 41,295
 
 
$
 36,889
 
 
$
 31,501
 
 
$
 14,118
 
 
$
 2,108
 
 
$
—
 
 
$
—
 
 
$
—
 
Loss from operations
  
$
 (59,373
)
 
 
$
 (58,311
) 
 
$
 (52,036
) 
 
$
 (73,452
) 
 
$
 (99,214
) 
 
$
 (68,742
) 
 
$
 (60,804
) 
 
$
 (52,523
) 
Net loss
  
$
 (61,806
) 
 
$
 (59,881
) 
 
$
 (52,840
) 
 
$
 (73,026
) 
 
$
 (95,975
) 
 
$
 (64,547
) 
 
$
 (57,321
) 
 
$
 (48,923
) 
Basic and diluted net loss per common share
  
$
 (1.00
) 
 
$
 (0.97
) 
 
$
 (0.86
) 
 
$
 (1.20
) 
 
$
 (1.59
) 
 
$
 (1.07
) 
 
$
 (1.01
) 
 
$
 (0.87
)
 
XML 43 R21.htm IDEA: XBRL DOCUMENT v3.20.4
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP.
Use of Estimates
Use of Estimates
The preparation of the accompanying consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of
variable consideration and
costs and expenses during the reporting period. We base our estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results could differ from these estimates under different assumptions or conditions.
Principles of Consolidation
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation.
Accruals of Research and Development and Manufacturing Costs
Accruals of Research and Development and Manufacturing Costs
We record accruals for estimated costs of research, nonclinical and clinical studies and manufacturing development. These costs are a significant component of our research and development expenses. A substantial portion of our ongoing research and development activities are conducted by third-party service providers, including contract research organizations and contract manufacturing organizations. We also accrue for estimated costs of manufacturing activities for inventories. These costs are a significant component of the cost of our inventory.
We accrue the costs incurred under our agreements with these third parties based on actual work completed in accordance with agreements established with these third parties. We determine the accruals for research and development costs through discussions with internal personnel and external service providers as to the progress or stage of completion of the clinical studies and the agreed-upon fee to be paid for such services.
The accrual for contract manufacturing activities is based on an estimate of manufacturing activities completed to date, contractual rates, and amounts invoiced and paid to date at the end of each reporting period. We determine the percentage of manufacturing activities completed to date based on discussions with the contract manufacturing
organizations
, oversight of the manufacturing activities and anticipated timeline.
As actual costs become known, we adjust our accruals. We have not experienced any material deviations between accrued costs and actual costs. However, actual clinical and manufacturing services performed, number of subjects enrolled, and the rate of subject enrollment may vary from our estimates, resulting in adjustments to research and development costs or inventories in future periods. Changes in these estimates that result in material changes to our accruals of research and development and manufacturing costs could materially affect our results of operations or amounts of inventories capitalized.
Segment Reporting
Segment Reporting
We have determined that we operate in a single segment based upon the way the business is organized for making operating decisions and assessing performance. We have only one operating segment related to the development of pharmaceutical products. All property and equipment is maintained in the United States.
Cash and Cash Equivalents
Cash and Cash Equivalents
We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents, which consist primarily of amounts invested in money market accounts, are stated at fair value.
Investments in Marketable Securities
Investments in Marketable Securities
We invest in marketable securities, primarily money market funds, corporate debt securities, government securities, government agency securities, and certificates of deposits. We classify our marketable securities as
available-for-sale
securities and report them at fair value in cash equivalents or marketable securities on the consolidated balance sheets with related unrealized gains and losses included within accumulated other comprehensive income (loss) on the consolidated balance sheet. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the consolidated statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on
available-for-sale
securities are included in interest and other income (loss). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as
available-for-sale
are included in interest income.
We regularly review all of our investments for other-than-temporary declines in estimated fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in estimated fair value of an investment is below the amortized cost basis and the decline is other than temporary, we reduce the carrying value of the security and record a loss for the amount of such decline.
Fair Value Measurement
Fair Value Measurement
The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities.
Concentration of Risk
Concentration of Risk
Credit Risk
We invest in a variety of financial instruments and, by our Board approved investment policy, limit the amount of credit exposure with any one issuer, industry or geographic area for investments other than instruments backed by the U.S. federal government.
Major Customers
We have entered into distribution agreements with certain limited specialty pharmacies and a specialty distributor. For the year ended December 31, 2020, our two largest customers represented approximately 92% of our product revenue and approximately 88% of our accounts receivable balance at December 31, 2020.
Major Suppliers
We do not currently have any of our own manufacturing facilities, and therefore depend on an outsourced manufacturing strategy for the production of Oxbryta for commercial use and for the production of our product candidates for clinical trials. We have contracts in place with one third-party manufacturer that is approved for the commercial production of Oxbryta and two third-party suppliers that are approved for Oxbryta’s active pharmaceutical ingredient. Although there are potential sources of supply other than our existing manufacturers and suppliers, any new supplier would be required to qualify under applicable regulatory requirements.
Accounts Receivables, net
Accounts Receivables, net
Accounts receivables are recorded net of estimates of variable consideration for which reserves are established and which result from discounts and chargebacks that are offered within contracts between us and a limited number of specialty pharmacies and a specialty distributor in the United States. These reserves are classified as reductions of accounts receivable.
We estimate the allowance for doubtful accounts using current expected credit loss model, or CECL model. Under the CECL model, the allowance for doubtful accounts reflects the net amount expected to be collected from the account receivables. We evaluate the collectability of these cash flow based on the asset’s amortized cost, the risk of loss even when that risk is remote, losses over an asset’s contractual life, and other relevant information available to us. Accounts receivable balances are written off against the allowance when it is probable that the receivable will not be collected. Given the nature and history of our accounts receivable, we determined that an allowance for doubtful accounts was not required at December 31, 2020.
Inventories
Inventories
Inventories are stated at the lower of cost or estimated net realizable value, on a
first-in,
first out, or FIFO, basis. We use actual costs to determine our cost basis for inventories. Inventories consist of raw materials,
work-in-process,
and finished goods.
We began capitalizing costs as inventory when the product candidate received regulatory approval. Prior to regulatory approval, we recorded inventory costs related to product candidates as research and development expenses.
We periodically assess the recoverability of our inventory and reduce the carrying value of the inventory when items are determined to be obsolete, defective or in excess of forecasted sales requirements. Inventory write-downs for excess, defective and obsolete inventory are recorded as a cost of sales. There have been no write-downs of our inventories for the periods presented.
Property and Equipment, Net
Property and Equipment, Net
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which is three years for computer equipment and five years for laboratory equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Depreciation and amortization begins at the time the asset is placed in service. Maintenance and repairs are charged as expense in the statements of operations and comprehensive loss as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in operations.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
We evaluate our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. There have been no impairments of our long-lived assets for the periods presented.
Restricted Cash
Restricted Cash
Restricted cash consists of cash deposits held by our financial institution as collateral for our letter of credit under our facility lease.
Revenue Recognition
Revenue Recognition
Pursuant to Accounting Standards Codification, Topic 606,
Revenue from Contracts with Customers
,
or ASC 606
,
we recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.
To determine revenue recognition for arrangements that we determine are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect substantially all of the consideration we are entitled to in exchange for the goods or services we transfer to the customer.
Product sales, net
Our product sales consist of U.S. sales of Oxbryta, which we began shipping to customers in December 2019. Prior to December 2019, we had no product sales. We sell Oxbryta to a limited number of specialty pharmacies and a specialty distributor, or collectively, Customers. These agreements with our Customers provide for transfer of title to the product at the time the product has been delivered to the Customers. The Customers subsequently dispense our products directly to a patient or resell our products to hospitals and certain pharmacies.
We recognize revenue on product sales when the Customers obtain control of our product, which occurs at a point in time, typically upon delivery to our Customers. It is at that point that we have a right to payment and that our Customers obtain title and the risks and rewards of ownership. Shipping and handling activities are considered to be fulfillment activities rather than a separate performance obligation. Payment terms are typically
30-60
days following delivery to our Customers. Because payment is expected shortly after delivery, we do not adjust the amount of consideration expected to be received for the effects of a significant financing component.
We consider the effects of items that can decrease the transaction price, such as variable consideration and consideration payable to Customers or payer. Amounts related to such items are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. The amount of variable consideration may be constrained and is included in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Revenue from product sales is recorded after considering the impact of the following variable consideration amounts along with the constraint at the time of revenue recognition:
Rebates:
We are subject to government mandated rebates for Medicaid Drug Rebate Program, Medicare Part D Prescription Drug Benefit Program, and other government health care programs in the United States. Rebate amounts are based upon contractual agreements or legal requirements with public sector benefit providers. We use the expected-value method for estimating these rebates based on statutory discount rates and expected utilization. The expected utilization of rebates is estimated based on third party data from the specialty pharmacies and specialty distributor. Estimates for these rebates are adjusted quarterly to reflect the most recent information. We record an accrued liability for unpaid rebates related to products for which control has been transferred to Customers.
Prompt payment discounts
: We provide discounts to our Customers if they pay for our products within a defined period of time after title transfers, which terms are explicitly stated in the contract. We use the most-likely-amount method for estimating prompt payment discounts. We expect that our Customers will earn prompt payment discounts. As a result, we deduct the full amount of those discounts from total product sales when revenues are recognized and record these discounts as a reduction of accounts receivable.
Co-payment
assistance:
We provide
co-payment
assistance to patients who have commercial insurance and meet certain eligibility requirements. We use the expected-value method for estimating
co-payment
assistance based on estimates of program redemption using data provided by third-party administrators. Estimates for the
co-payment
assistance are adjusted quarterly to reflect actual experience. We record an accrued liability for unredeemed
co-payment
assistance related to products for which control has been transferred to Customers.
Medicare Part D Coverage Gap:
The Medicare Part D coverage gap is a federal program to subsidize the costs of prescription drugs for Medicare beneficiaries in the United States, which mandates manufacturers to fund a portion of the Medicare Part D insurance coverage gap for prescription drugs sold to eligible patients. Funding of the coverage gap is generally invoiced and paid in arrears. We estimate the impact of the Medicare Part D coverage gap using the expected-value method based on an amount expected to be incurred for the current quarter’s activity, plus an accrual balance for known prior quarters. Estimates for the impact of the Medicare Part D coverage gap are adjusted quarterly to reflect actual experience. We record an accrued liability for unpaid reserves related to the Medicare Part D coverage gap.
Product returns:
Consistent with industry practice, we offer limited product return rights and generally allow for the return of product that is damaged or defective, or within a few months prior to and up to a few months after the product expiration date. We consider several factors in the estimation of potential product returns, including expiration dates of the product shipped, the limited product return rights, third-party data in monitoring channel inventory levels, shelf life of the product, prescription trends, and other relevant factors. We expect product returns to be immaterial. Other than these limited returns, we do not provide any product warranties.
Chargebacks
: Chargebacks are discounts that occur when contracted parties purchase directly from a specialty distributor. Contracted parties, which currently consist primarily of Public Health Service Institutions and federal government entities purchasing via the Federal Supply Schedule, generally purchase the product at a discounted price. The specialty distributor, in turn, charge back the difference between the price initially paid by the specialty distributor and the discounted price paid to the specialty distributor by the contracted parties to us. The reserves for chargeback are based on known sales to contracted parties. We establish the reserves for
chargebacks in the same period that the related revenue is recognized, resulting in a reduction of product revenue and receivables.
Distributor fees:
Our specialty distributor provides distribution services to us for a fee, based on a contractually determined fixed percentage of sales. We estimate these distributor fees and record such estimates in the same period the related revenue is recognized, resulting in a reduction of product revenue. We record an accrued liability for unpaid distributor fees.
Other revenue recognition considerations
Oxbryta is our only product. The only performance obligation included in our contracts is the delivery of Oxbryta to our Customers. Therefore, no allocation of transaction price amongst performance obligations is necessary. Consequently, the transaction price determined after considering the impacts of variable consideration is recognized at the time control is transferred to our Customers, which is upon delivery of Oxbryta to our Customers.
Because all sales of Oxbryta are in the United States and because our Customers are each a large distributor with similar variable consideration impacts, we provide revenue numbers on a total basis without further disaggregation. Additionally, we do not have any contract assets or liabilities, other than accounts receivable, related to our sales of Oxbryta.
Cost of Sales
Cost of Sales
Cost of sales consists primarily of direct and indirect costs related to the manufacturing of Oxbryta products sold, including third-party manufacturing costs, packaging services, freight, storage costs, allocation of overhead costs of employees involved with production, and Oxbryta net sales-based royalties payable to the Regents of the University of California. Costs incurred prior to FDA approval of Oxbryta in November 2019 have been recorded as research and development expense in our consolidated statement of operations and comprehensive loss.
Leases
Leases
Pursuant to Accounting Standards Codification, Topic 842,
Leases
, or ASC 842,
 
adopted on January 1, 2019
,
we determine if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether we have the right to control the identified asset.
Right-of-use,
or ROU, assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives received and initial direct costs incurred, as applicable.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. We consider our credit risk, term of the lease, and total lease payments and adjust for the impact of collateral, as necessary, when calculating our incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise any such options. Lease cost for our operating leases is recognized on a straight-line basis over the lease term.
We have elected to not separate lease and
non-lease
components for any leases within its existing classes of assets and, as a result, account for any lease and
non-lease
components as a single lease component. We have also elected to not recognize any leases within its existing classes of assets with a term of 12 months or less.
ROU assets and operating lease liabilities are remeasured upon certain modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate upon lease modification.
Leases (Topic 840) Prior to the Adoption of Topic 842
We enter into lease agreements for our office and laboratory facilities. These leases are classified as operating leases. Rent expense is recognized on a straight-line basis over the noncancelable term of the lease and, accordingly, we record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability, which is included within other liabilities on the consolidated balance sheet. Incentives granted under our facilities leases, including rent holiday and allowances to fund leasehold improvements, are deferred and are recognized as adjustments to rental expense on a straight-line basis over the noncancelable term of the lease.
Comprehensive Income (Loss)
Comprehensive Income (Loss)
Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from
non-owner
sources. Our comprehensive income (loss) is comprised of net loss and changes in unrealized gains and losses on our marketable securities.
Research and Development
Research and Development
Research and development costs are expensed as incurred and consist of salaries and benefits, stock-based compensation expense, lab supplies and facility costs, as well as fees paid to other nonemployees and entities that conduct certain research and development activities on our behalf. Amounts incurred in connection with license agreements are also included in research and development expense. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are capitalized and then expensed as the related goods are delivered or the services are performed.
Long-term Debt
Long-term Debt
Long-term debt consists of our loan agreement, or Term Loan, with funds managed by Pharmakon Advisors LP, which are BioPharma Credit PLC, as collateral agent and a lender, and Biopharma Credit Investments V (Master) LP, as a lender, and collectively, the Lenders. We accounted for the Term Loan as a debt financing arrangement. Interest expense is accrued using the effective interest rate method over the estimated period the debt will be repaid. Debt issuance costs have been recorded as a debt discount in our consolidated balance sheets and are being amortized and recorded as interest expense throughout the life of the Term Loan using the effective interest rate method. We consider whether there are any embedded features in our debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to Accounting Standards Codification, or ASC, Topic 815,
Derivatives and Hedging
.
 
There are no embedded features identified from our Term Loan that require bifurcation and separating accounting. 
Stock-based Compensation
Stock-Based Compensation
We measure and recognize stock-based compensation expense, including employee and
non-employee
equity awards, based on fair value at the grant date. We use the Black-Scholes-Merton option-pricing model to calculate fair value. Stock-based compensation expense recognized in the consolidated statements of operations is based on stock awards ultimately vested, taking into consideration actual forfeitures.
Income Taxes
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to our lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance.
We recognize benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. It is our policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. To date, there have been no interest or penalties incurred in relation to the unrecognized tax benefits.
Net Loss per Share
Net Loss per Share
Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given our net loss.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU,
No. 2019-12,
Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes
. The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU
2019-12
is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and the applicable amendments will be applied on a prospective basis. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements.
Accounting Pronouncements Adopted
In August 2018, FASB, issued ASU
No. 2018-15,
Intangibles—Goodwill and
Other—Internal-Use
Software (Subtopic
350-40),
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing
Arrangement That Is a Service Contract
, or ASU
2018-15.
ASU
No. 2018-15
requires a customer that is a party to a cloud computing service contract to follow the
internal-use
software guidance in Subtopic
350-40
to determine which implementation costs to capitalize and which costs to expense. The amendments in this update are effective for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted ASU
No. 2018-15
in the first quarter of 2020 and applied the guidance prospectively to the implementation costs incurred in our implementations of various cloud computing arrangements that are service contracts. The adoption of this new standard did not have a material impact on our consolidated financial statements.
In August 2018, the FASB issued ASU
No. 2018-13,
Fair Value Measurement (Topic 820)
. The new standard modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including removals of, modification to, and additional disclosure requirements from Topic 820. The amendment of ASU
No. 2018-13
removes disclosure requirements from Topic 820 in the areas of (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation processes for Level 3 fair value measurements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Except for certain amendments related to Level 3 fair value measurements, all the other amendments should be applied retrospectively to all periods presented upon their effective date. We adopted ASU
No. 2018-13
in the first quarter of 2020 and applied the guidance retrospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements.
In June 2016, the FASB issued ASU
No. 2016-13,
Measurement of Credit Losses on Financial Instruments (Topic 326)
, which amends the guidance on the impairment of financial instruments. The new standard adds to
U.S. GAAP an impairment model that is based on expected losses rather than incurred losses, which is known as the current expected credit loss, or CECL model. The CECL model applies to most debt instruments (other than those measured at fair value), trade and other receivables, financial guarantee contracts, and loan commitments.
Available-for-sale
debt securities are scoped out of this guidance. Our investment portfolio primarily consists of
available-for-sale
debt securities carried at fair value. Our accounts receivable are not long term in nature and we do not expect to write off accounts receivable. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We adopted ASU
No. 2016-13
in the first quarter of 2020 and applied the guidance prospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements.
XML 44 R22.htm IDEA: XBRL DOCUMENT v3.20.4
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value, Assets Measured on Recurring Basis
The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands):
 
    
December 31, 2020
  
    
Total
     
Level 1
     
Level 2
     
Level 3
  
Financial Assets:
                                    
Money market funds
    $ 486,174      $ 486,174      $ —        $ —    
Corporate debt securities
      29,804        —          29,804        —    
U.S. government agency securities
      15,943        —          15,943        —    
Certificates of deposits
      243        —          243        —    
U.S. government securities
      20,136        —          20,136        —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Total financial assets
    $ 552,300      $ 486,174      $ 66,126      $ —  
    
 
 
     
 
 
     
 
 
     
 
 
  
 
    
December 31, 2019
  
    
Total
     
Level 1
     
Level 2
     
Level 3
  
Financial Assets:
                                    
Money market funds
    $ 250,535      $ 250,535      $ —        $ —    
Corporate debt securities
      152,149        —          152,149        —    
U.S. government agency securities
      95,032        —          95,032        —    
Certificates of deposits
      6,282        —          6,282        —    
U.S. government securities
      140,244        —          140,244        —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Total financial assets
    $ 644,242      $ 250,535      $ 393,707      $ —    
    
 
 
     
 
 
     
 
 
     
 
 
  
XML 45 R23.htm IDEA: XBRL DOCUMENT v3.20.4
Available-for-Sale Securities (Tables)
 12 Months Ended
Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]  
Summary of Available-for-Sale Securities The following table is a summary of
available-for-sale
securities recorded in cash and cash equivalents, or marketable securities in our Consolidated Balance Sheets (in thousands):
    
December 31, 2020
     
December 31, 2019
  
    
Amortized
Cost
     
Unrealized
Gains
     
Unrealized
(Losses)
     
Estimated
Fair Value
     
Amortized
Cost
     
Unrealized
Gains
     
Unrealized
(Losses)
    
Estimated
Fair Value
  
Financial Assets:
                                                                       
Money market funds
    $ 486,174      $ —        $ —        $ 486,174      $ 250,535      $ —        $ —       $ 250,535  
Corporate debt securities
      29,641        163        —          29,804        151,773        384        (8 )      152,149  
U.S. government agency securities
      15,906        37        —          15,943        94,963        73        (4 )      95,032  
Certificates of deposits
      241        2        —          243        6,239        43        —         6,282  
U.S. government securities
      20,036        100        —          20,136        139,978        266        —         140,244  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Total
    $ 551,998      $ 302      $ —        $ 552,300      $ 643,488      $ 766      $ (12 )    $ 644,242  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Summary of Classification of Available-for-Sale Securities on Consolidated Balance Sheets
The following table summarizes the classification of the
available-for-sale
securities on our
c
onsolidated
b
alance
s
heets (in thousands):
 
    
December 31,
2020
     
December 31,
2019
  
Cash and cash equivalents
    $ 486,174      $ 251,480  
Short-term marketable securities
      66,126        307,732  
Long-term marketable securities
      —          85,030  
    
 
 
     
 
 
  
Total
    $ 552,300      $ 644,242  
    
 
 
     
 
 
  
XML 46 R24.htm IDEA: XBRL DOCUMENT v3.20.4
Balance Sheet Components (Tables)
 12 Months Ended
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Property and Equipment, Net
Property and equipment consist of the following (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Laboratory equipment
    $ 11,922      $ 8,314  
Computer equipment
      3,023        2,224  
Leasehold improvements
      32,281        13,785  
Construction-in-progress
      517        19,289  
    
 
 
     
 
 
  
Total property and equipment
      47,743        43,612  
Less: accumulated depreciation and amortization
      (9,861 )       (16,499 ) 
    
 
 
     
 
 
  
Property and equipment, net
    $ 37,882      $ 27,113  
    
 
 
     
 
 
  
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Accrued research and development costs
    $ 10,677      $ 26,480  
Accrued manufacturing costs
      9,125        9,466  
Accrued professional and consulting services
      4,107        4,564  
Accrued sales deductions
      6,405        529  
Other
      819        319  
    
 
 
     
 
 
  
Total accrued liabilities
    $ 31,133      $ 41,358  
    
 
 
     
 
 
  
Other Liabilities
Other liabilities consist of the following (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Operating lease liabilities, current
    $ 4,836      $ 1,866  
Other payable
      —          30  
    
 
 
     
 
 
  
Total other liabilities, current
    $ 4,836      $  1,896  
    
 
 
     
 
 
  
XML 47 R25.htm IDEA: XBRL DOCUMENT v3.20.4
Inventories (Table)
 12 Months Ended
Dec. 31, 2020
Disclosure Text Block [Abstract]  
Inventories
We began capitalizing inventories in
November
2019 once the FDA approved Oxbryta. Inventories consist of the following (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Raw materials
    $ 11,273      $ 700  
Work-in-process
      26,994        525  
Finished goods
      1,956        52  
    
 
 
     
 
 
  
Total inventories
    $ 40,223      $ 1,277  
    
 
 
     
 
 
  
XML 48 R26.htm IDEA: XBRL DOCUMENT v3.20.4
Long-term Debt (Table)
 12 Months Ended
Dec. 31, 2020
Text Block [Abstract]  
Schedule of Future payments of principal and interest on the Term Loan
Future payments of principal and interest on the Term Loan as of December 31, 2020 (in thousands):
 
2021
      13,500  
2022
      13,500  
2023
      62,813  
2024
      58,313  
2025
      53,812  
    
 
 
  
Total minimum payments
      201,938  
Less amount representing interest
      (48,938 ) 
Less amount representing Paydown Fee
      (3,000 ) 
    
 
 
  
Long-term debt, gross
      150,000  
Discount on notes payable
      (1,596 ) 
Accretion of Paydown Fee
      411  
    
 
 
  
Long-term debt
    $ 148,815  
    
 
 
  
XML 49 R27.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
Summary of supplemental information related to leases
Supplemental information related to leases for the period reported is as follows (in thousands, except weighted-average remaining lease term and weighted-average discount rate):
 
    
For the year ended
December 31,
  
    
2020
    
2019
  
ROU assets obtained in exchange for new operating lease upon adoption of ASC 842
    $ —       $ 14,177  
Adjustment to ROU assets as a result of the lease modification for the Prior Premises
      (106 )      (13,802 ) 
ROU assets obtained for new operating lease liabilities
      205       53,727  
Operating lease liabilities arising from obtaining ROU assets
      205       25,929  
Cash paid for amounts included in the measurement of lease liabilities
      7,696       4,481  
Weighted-average remaining lease term of operating leases (in years)
      9.2       10.1  
Weighted-average discount rate of operating leases
      8.66 %      8.66 % 
Schedule of Lessee, Operating Lease, Liability, Maturity As of December 31, 2020, the maturities of our operating lease liabilities under Topic 842 were as follows (in thousands):
Year ending December 31,
   
Amount
  
2021
      11,841  
2022
      12,222  
2023
      12,584  
2024
      12,948  
2025
      13,368  
Thereafter
      60,507  
    
 
 
  
Total lease payments
      123,470  
Less: Imputed interest
      (39,458 ) 
    
 
 
  
Present value of operating lease liabilities
    $ 84,012  
    
 
 
  
XML 50 R28.htm IDEA: XBRL DOCUMENT v3.20.4
Stockholders' Equity (Tables)
 12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Schedule of Common Stock Reserved For Future Issuance
We have reserved shares of common stock for future issuance as follows:
 
    
December 31,
  
    
2020
     
2019
  
Restricted stock units
      2,625,056        1,848,772  
Options issued and outstanding
      3,327,330        3,573,860  
Shares available for future grant under the 2015 Plan and 2017 Inducement Equity Plan
      6,018,567        4,478,656  
Employee stock purchase plan
      254,590        252,655  
    
 
 
     
 
 
  
Total
      12,225,543        10,153,943  
    
 
 
     
 
 
  
XML 51 R29.htm IDEA: XBRL DOCUMENT v3.20.4
Share-based Compensation (Tables)
 12 Months Ended
Dec. 31, 2020
Stock Option Activity
The following table summarizes activity under our stock option plans, including the 2017 Inducement Plan, 2015 Plan and the 2012 Plan and related information (in thousands, except share and per share amounts and term):
 
    
Number
of Options
     
Weighted-
Average
Exercise
Price
     
Weighted-
Average
remaining
contractual
term (years)
     
Aggregate
Intrinsic
Value
  
Outstanding—December 31, 2019
      3,573,860      $ 36.24        7.55           
Options granted
      719,561        65.36                    
Options exercised
      (525,788 )       25.35                    
Options canceled
      (440,303 )       52.78                    
    
 
 
                             
Outstanding—December 31, 2020
      3,327,330      $ 42.07        7.02      $ 29,720  
    
 
 
                       
 
 
  
Vested and exercisable—December 31, 2020
      2,151,326      $ 34.77        6.33      $ 28,616  
    
 
 
                       
 
 
  
Valuation Assumptions for Stock Awards
The fair values of stock options granted to employees were calculated using the following assumptions:
 
    
Year Ended December 31,
    
2020
  
2019
  
2018
Expected term (in years)
   
5.1-6.1
  
5.3-6.1
  
5.3-6.1
Volatility
   
69.6%-71.8%
  
69.8%-72.2%
  
68.7%-71.8%
Risk-free interest rate
   
0.3%-1.8%
  
1.4%-2.6%
  
2.6%-3.0%
Dividend yield
    —     —     —  
Stock-based Compensation Expense Recognized
Total stock-based compensation recognized by functions was as follows (in thousands):
 
    
Year Ended December 31,
  
    
2020
     
2019
     
2018
  
Research and development
    $ 18,061      $ 19,140      $ 12,747  
Selling, general and administrative
      53,416        26,511        17,333  
    
 
 
     
 
 
     
 
 
  
Total stock-based compensation expense
    $ 71,477      $ 45,651      $ 30,080  
    
 
 
     
 
 
     
 
 
  
Unrecognized Stock-based Compensation Cost
As of December 31, 2020, the unrecognized stock-based compensation cost, and the estimated weighted-average amortization period, using the straight-line attribution method, was as follows (in thousands, except amortization period):
 
    
Unrecognized
Compensation
Cost
     
Weighted-
average
remaining
amortization
period (years)
  
Stock
 
Options
    $ 38,440        2.3  
Restricted stock units
      110,837        2.7  
Market-Condition restricted stock units
      12,989        1.2  
ESPP
      3,743       
0.7
  
    
 
 
           
Total unrecognized stock-based compensation expense
    $ 166,009        2.5  
    
 
 
           
Summary of Share-based Compensation Arrangements by Share-based Payment Award
 
The target prices and vesting tranches are set forth in the table below:
Stock Price Targets
   
Number of Units Allotted
$109.20    82,940
$145.60    145,145
$182.00    186,615
Restricted Stock Units [Member]  
Non-Vested Restricted Stock Activity
The following table summarizes activity of RSUs granted to employees with service-based vesting under the 2017 Inducement Plan and 2015 Plan and related information (in thousands, except share, per share amounts and vesting period):
 
    
Number
of RSUs
     
Weighted-
Average
Grant Date
Fair Value
     
Weighted-
Average
Remaining
Vesting
Period (years)
     
Aggregate
Intrinsic
Value
  
Non-vested
units—December 31, 2019
      1,848,772      $ 49.19        1.54      $ 146,959  
RSUs granted
      1,577,047        64.28                    
RSUs vested
      (710,403 )       50.84                    
RSUs forfeited
      (505,060 )       56.30                    
    
 
 
                             
Non-vested
units—December 31, 2020
      2,210,356      $ 57.80        1.45      $ 95,731  
    
 
 
                       
 
 
  
Market Condition Awards Granted to Employees [Member]  
Summary of Activity of Market-Condition Awards
The following table summarizes activity of the 2020 Market-Condition RSU Awards under the 2015 Plan and related information (in thousands, except share, per share amounts and vesting period):
 
    
Number
of Units
     
Weighted-
Average
Grant Date Fair
Value
     
Weighted-
Average
Remaining
Vesting
Period (years)
     
Aggregate
Intrinsic
Value
  
Non-vested
market-condition awards — December 31, 2019
      —        $ —          —             
Granted
      421,000        49.95                    
Vested
      —          —                      
Forfeited
      (6,300 )       49.95                    
    
 
 
                             
Non-vested
market-condition awards — December 31, 2020
      414,700      $ 49.95        1.21      $ 17,961  
    
 
 
                       
 
 
  
Valuation Assumptions of Market-Condition Awards
The following table summarizes the assumptions used to estimate the fair value of the market-condition awards as of the grant date:
 
Valuation date stock price
    $ 68.67  
Volatility
      68.1 % 
Risk-free interest rate
      0.26 % 
Dividend yield
      —   
ESPP [Member]  
Fair Value Assumptions for Employee Stock Purchase Plan
The fair values of the rights granted under the 2015 ESPP were calculated using the following assumptions:
 
    
Year Ended
December 31,
2020
    
Year Ended
December 31,
2019
  
Expected term (in years)
      0.5 – 2.1       0.5 – 2.0  
Volatility
     
47.0-77.0
 %     
46.5-75.4
 % 
Risk-free interest rate
     
0.1-1.5
 %     
1.7-2.6
 % 
Dividend yield
     
—
%      — % 
XML 52 R30.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Components of Loss Before Income Taxes
The components of the loss before income taxes were as follows (in thousands):
 
    
Year Ended December 31,
  
    
2020
     
2019
     
2018
  
Loss before provision for income taxes:
                           
United States
    $ (247,327 )     $ (266,595 )     $ (174,190 ) 
International
      (226 )       (167 )       —    
    
 
 
     
 
 
     
 
 
  
    
$
(247,553
 )    
$
(266,762
 )    
$
(174,190
 ) 
    
 
 
     
 
 
     
 
 
  
Effective Income Tax Rate Reconciliation
The effective tax rate of the provision for income taxes differs from the federal statutory rate as follows:
 
    
Year Ended December 31,
  
    
2020
    
2019
    
2018
  
Federal statutory income tax rate
      21.0 %      21.0 %      21.0 % 
State taxes
      7.4       9.7       1.3  
Federal and state tax credits
      4.3       4.9       7.1  
Change in valuation allowance
      (32.4 )      (37.2 )      (33.3 ) 
Foreign rate differential
      —         —         1.7  
Officer compensation limitation
      (0.8 )      (1.0 )      (0.7 ) 
Stock based
compensation/Non-deductible
changes in
 
fair value
      0.6       1.7       2.9  
Liquidation of foreign entities
      —       0.9       —    
Other
      (0.1   )      —         —    
    
 
 
    
 
 
    
 
 
  
Provision for Taxes
      0.0 %      0.0 %      0.0 % 
    
 
 
    
 
 
    
 
 
  
Components of Deferred Tax Assets and Liabilities
The components of the deferred tax assets and liabilities are as follows (in thousands):
 
    
December 31,
  
    
2020
     
2019
  
Deferred tax assets:
                  
Net operating loss carryforwards
    $ 216,092      $ 157,685  
Tax credits
      76,684        62,862  
Operating lease liability
      23,147        16,177  
Accruals and reserves
      6,503        3,996  
Stock based compensation
      14,981        11,166  
Intangibles
      8,507        8,243  
Other
      904        408  
    
 
 
     
 
 
  
Gross deferred tax assets
      346,818        260,537  
Valuation allowance
      (325,710 )       (245,000 ) 
    
 
 
     
 
 
  
Net deferred tax assets
      21,108        15,537  
Operating lease – ROU asset
      (13,975 )       (14,971 ) 
Property and equipment
      (7,050 )       (352 ) 
Other
      (83 )       (214 ) 
    
 
 
     
 
 
  
Gross deferred tax liabilities
      (21,108 )       (15,537 ) 
    
 
 
     
 
 
  
Net deferred tax assets
    $ —        $ —    
    
 
 
     
 
 
  
Reconciliation of Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 
 
    
December 31,
  
    
2020
     
2019
  
Balance at beginning of year
    $ 21,598      $ 16,232  
Additions based on tax positions related to current year
      3,346        5,366  
Decreased for prior period positions
 
 
(498 )
 
 
 
—
 
    
 
 
     
 
 
  
Unrecognized tax benefit—December 3
1
    $ 24,446      $ 21,598  
    
 
 
     
 
 
  
XML 53 R31.htm IDEA: XBRL DOCUMENT v3.20.4
Net Loss per Share (Tables)
 12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
Potentially Dilutive Securities that were Not Included in Diluted Net Loss per Share Calculations
The following securities were not included in the diluted net loss per share calculations because their effect was anti-dilutive:
 
    
December 31,
  
    
2020
     
2019
     
2018
  
Options to purchase common stock
      3,327,330        3,573,860        3,243,551  
Restricted shares subject to future vesting
      —          —          47,051  
Restricted stock units
      2,625,056        1,848,772        975,419  
    
 
 
     
 
 
     
 
 
  
Total
      5,952,386        5,422,632        4,266,021  
    
 
 
     
 
 
     
 
 
  
XML 54 R32.htm IDEA: XBRL DOCUMENT v3.20.4
Selected Quarterly Financial Information (Unaudited) (Tables)
 12 Months Ended
Dec. 31, 2020
Quarterly Financial Information Disclosure [Abstract]  
Selected Quarterly Financial Information (Unaudited) The following table provides the selected consolidated quarterly financial data for 2020 and 2019:
    
Quarter Ended
 
(in thousands, except per share
amounts)
  
December 31,
2020
 
 
September 30,
2020
 
 
June 30,
2020
 
 
March 31,
2020
 
 
December 31,
2019
 
 
September 30,
2019
 
 
June 30,
2019
 
 
March 31,
2019
 
Product sales, net
  
$
 41,295
 
 
$
 36,889
 
 
$
 31,501
 
 
$
 14,118
 
 
$
 2,108
 
 
$
—
 
 
$
—
 
 
$
—
 
Loss from operations
  
$
 (59,373
)
 
 
$
 (58,311
) 
 
$
 (52,036
) 
 
$
 (73,452
) 
 
$
 (99,214
) 
 
$
 (68,742
) 
 
$
 (60,804
) 
 
$
 (52,523
) 
Net loss
  
$
 (61,806
) 
 
$
 (59,881
) 
 
$
 (52,840
) 
 
$
 (73,026
) 
 
$
 (95,975
) 
 
$
 (64,547
) 
 
$
 (57,321
) 
 
$
 (48,923
) 
Basic and diluted net loss per common share
  
$
 (1.00
) 
 
$
 (0.97
) 
 
$
 (0.86
) 
 
$
 (1.20
) 
 
$
 (1.59
) 
 
$
 (1.07
) 
 
$
 (1.01
) 
 
$
 (0.87
)
 
XML 55 R33.htm IDEA: XBRL DOCUMENT v3.20.4
Organization and Basis of Presentation - Additional Information (Detail) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Class of Stock [Line Items]    
Cumulative net losses $ 986,469 $ 738,916
XML 56 R34.htm IDEA: XBRL DOCUMENT v3.20.4
Summary of Significant Accounting Policies - Additional Information (Detail) - Customer Concentration Risk [Member] - Two Major Customers [Member]
 12 Months Ended
Dec. 31, 2020
Revenue, Product and Service Benchmark [Member]  
Summary Of Significant Accounting Policies [Line Items]  
Concentration risk percentage 92.00%
Accounts Receivable [Member]  
Summary Of Significant Accounting Policies [Line Items]  
Concentration risk percentage 88.00%
XML 57 R35.htm IDEA: XBRL DOCUMENT v3.20.4
Fair Value Measurements - Fair Value Assets Measured on Recurring Basis (Detail) - Fair Value Measurements, Recurring [Member] - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value $ 552,300 $ 644,242
U.S. Government Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value 20,136 140,244
Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value 486,174 250,535
Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value 66,126 393,707
Level 2 [Member] | U.S. Government Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value 20,136 140,244
Money Market Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value 486,174 250,535
Money Market Funds [Member] | Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value 486,174 250,535
Corporate Debt Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value 29,804 152,149
Corporate Debt Securities [Member] | Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value 29,804 152,149
U.S. Government Agency Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value 15,943 95,032
U.S. Government Agency Securities [Member] | Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value 15,943 95,032
Certificates of Deposits [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value 243 6,282
Certificates of Deposits [Member] | Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets, fair value $ 243 $ 6,282
XML 58 R36.htm IDEA: XBRL DOCUMENT v3.20.4
Available-for-Sale Securities - Summary of Available-for-Sale Securities (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Debt Securities, Available-for-sale [Line Items]    
Available for sale securities, Amortized Cost $ 551,998 $ 643,488
Available for sale securities, Unrealized Gains 302 766
Available for sale securities, Unrealized (Losses)   (12)
Available for sale securities, Estimated Fair Value 552,300 644,242
Corporate Debt Securities [Member]    
Debt Securities, Available-for-sale [Line Items]    
Available for sale securities, Amortized Cost 29,641 151,773
Available for sale securities, Unrealized Gains 163 384
Available for sale securities, Unrealized (Losses)   (8)
Available for sale securities, Estimated Fair Value 29,804 152,149
U.S. Government Agency Securities [Member]    
Debt Securities, Available-for-sale [Line Items]    
Available for sale securities, Amortized Cost 15,906 94,963
Available for sale securities, Unrealized Gains 37 73
Available for sale securities, Unrealized (Losses)   (4)
Available for sale securities, Estimated Fair Value 15,943 95,032
Money Market Funds [Member]    
Debt Securities, Available-for-sale [Line Items]    
Available for sale securities, Amortized Cost 486,174 250,535
Available for sale securities, Estimated Fair Value 486,174 250,535
Certificates of Deposits [Member]    
Debt Securities, Available-for-sale [Line Items]    
Available for sale securities, Amortized Cost 241 6,239
Available for sale securities, Unrealized Gains 2 43
Available for sale securities, Estimated Fair Value 243 6,282
U.S. Government Securities [Member]    
Debt Securities, Available-for-sale [Line Items]    
Available for sale securities, Amortized Cost 20,036 139,978
Available for sale securities, Unrealized Gains 100 266
Available for sale securities, Estimated Fair Value $ 20,136 $ 140,244
XML 59 R37.htm IDEA: XBRL DOCUMENT v3.20.4
Available-for-Sale Securities - Summary of Classification of Available-for-Sale Securities on Consolidated Balance Sheets (Detail) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Investments, Debt and Equity Securities [Abstract]    
Cash and cash equivalents $ 486,174 $ 251,480
Short-term marketable securities 66,126 307,732
Long-term marketable securities   85,030
Total $ 552,300 $ 644,242
XML 60 R38.htm IDEA: XBRL DOCUMENT v3.20.4
Balance Sheet Components - Property and Equipment (Detail) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 47,743 $ 43,612
Less: accumulated depreciation and amortization (9,861) (16,499)
Property and equipment, net 37,882 27,113
Laboratory Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment 11,922 8,314
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment 3,023 2,224
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment 32,281 13,785
Construction-in-Progress [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 517 $ 19,289
XML 61 R39.htm IDEA: XBRL DOCUMENT v3.20.4
Balance Sheet Components - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Balance Sheet Components [Abstract]      
Depreciation expense $ 8.3 $ 8.6 $ 4.7
XML 62 R40.htm IDEA: XBRL DOCUMENT v3.20.4
Balance Sheet Components - Accrued Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Balance Sheet Components [Abstract]    
Accrued research and development costs $ 10,677 $ 26,480
Accrued manufacturing costs 9,125 9,466
Accrued professional and consulting services 4,107 4,564
Accrued sales deductions 6,405 529
Other 819 319
Total accrued liabilities $ 31,133 $ 41,358
XML 63 R41.htm IDEA: XBRL DOCUMENT v3.20.4
Balance Sheet Components - Other Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Balance Sheet Components [Abstract]    
Operating lease liabilities, current $ 4,836 $ 1,866
Other payable   30
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] us-gaap:OtherLiabilitiesCurrent  
Total other liabilities, current $ 4,836 $ 1,896
XML 64 R42.htm IDEA: XBRL DOCUMENT v3.20.4
Inventories - Summary of Capitalizing Inventories (Detail) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Inventory, Raw Materials and Supplies, Gross [Abstract]    
Raw materials $ 11,273 $ 700
Work-in-process 26,994 525
Finished goods 1,956 52
Total inventories $ 40,223 $ 1,277
XML 65 R43.htm IDEA: XBRL DOCUMENT v3.20.4
Inventories - Additional information (Detail)
$ in Millions
Dec. 31, 2020
USD ($)
Disclosure Text Block [Abstract]  
Share-based Compensation $ 1.8
XML 66 R44.htm IDEA: XBRL DOCUMENT v3.20.4
Long-term Debt - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Nov. 30, 2020
Nov. 20, 2020
Dec. 31, 2019
Dec. 17, 2019
Long term debt $ 148,815     $ 73,559  
Secured Debt          
Debt maximum borrowing capacity         $ 75,000
Debt additional borrowing capacity         $ 75,000
Long term debt     $ 75,000 $ 75,000  
Unamortized dedt discount   $ 200      
Term Loan          
Debt additional borrowing capacity $ 75,000        
Debt Instrument, Term 72 months        
Debt Instrument, Basis Spread on Variable Rate 7.00%        
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate 2.00%        
Debt Instrument Additional Interest Rate On Debt Default 3.00%        
Debt Instrument Periodic Payment Of Interest Interest on amounts outstanding are payable quarterly in arrears        
Debt Instrument Periodic Payment Of Interest Term 39 months        
Debt additional paydown fee 2.00%        
Debt issuance costs paid $ 1,100        
Other debt issuance cost paid 500        
Unamortized issuance costs and debt discounts 1,300        
Debt additional paydown fee $ 1,100        
Term Loan | Maximum          
Debt prepayment fee 3.00%        
Term Loan | Minimum          
Debt prepayment fee 1.00%        
XML 67 R45.htm IDEA: XBRL DOCUMENT v3.20.4
Long-term Debt-Schedule of Future payments of principal and interest on the Term Loan (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract]    
2021 $ 13,500  
2022 13,500  
2023 62,813  
2024 58,313  
2025 53,812  
Total minimum payments 201,938  
Less amount representing interest (48,938)  
Less amount representing Paydown Fee (3,000)  
Long-term debt, gross 150,000  
Discount on notes payable (1,596)  
Accretion of Paydown Fee 411  
Long-term debt $ 148,815 $ 73,559
XML 68 R46.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies - Additional Information (Detail)
 1 Months Ended 12 Months Ended
Aug. 31, 2018
USD ($)
ft²
Mar. 31, 2017
ft²
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Oct. 01, 2019
USD ($)
Commitment And Contingencies [Line Items]            
Facility size | ft² 164,150 67,185        
Initial term   10 years        
Future minimum rental payments under the Lease term $ 121,500,000          
Operating lease term 10 years          
Operating lease term, optional extension 10 years          
Repayment of tenant inducement allowance $ 4,100,000          
Contingency losses     $ 0      
Provisions for loss contingency     0      
Operating Lease Cost     12,400,000 $ 7,800,000    
variable lease cost     2,600,000 2,500,000    
Rent expense     9,800,000 5,200,000 $ 3,600,000  
Operating liabilities     84,012,000     $ 2,900,000
Operating lease liabilities     $ 84,012,000     $ 2,900,000
Incremental borrowing rate     8.66%     8.78%
Operating lease right of use asset     $ 50,722,000 52,775,000   $ 0
Gain loss on modification of lease     984,000 8,301,000    
Unamortized operating lease liability     0 1,800,000    
Tenant inducement allowances received     10,700,000 17,200,000    
Depreciation expense     8,300,000 8,600,000 $ 4,700,000  
Substitute Premises [Member]            
Commitment And Contingencies [Line Items]            
Operating liabilities     83,800,000 72,400,000   53,700,000
Operating lease liabilities     83,800,000 72,400,000   53,700,000
Operating lease right of use asset     50,600,000 52,800,000   $ 53,700,000
F. Hoffmann-La Roche Ltd. And Hoffmann-La Roche Inc. [Member]            
Commitment And Contingencies [Line Items]            
Upfront payments     2,000,000.0      
Contingent payment obligations     125,500,000      
Contingent Payment Milestone Additional Obligations     6,400,000      
F. Hoffmann-La Roche Ltd. And Hoffmann-La Roche Inc. [Member] | Develpment And Regulatory Milestones [Member]            
Commitment And Contingencies [Line Items]            
Contingent Payment Milestone Additional Obligations     19,250,000      
F. Hoffmann-La Roche Ltd. And Hoffmann-La Roche Inc. [Member] | Net Sales Achievement [Member]            
Commitment And Contingencies [Line Items]            
Contingent payment obligations     85,000,000.0      
F. Hoffmann-La Roche Ltd. And Hoffmann-La Roche Inc. [Member] | Research And Development Milestones [Member]            
Commitment And Contingencies [Line Items]            
Contingent payment obligations     40,500,000      
Contingent Payment Milestone Additional Obligations     2,000,000.0      
Syros Pharmaceuticals [Member]            
Commitment And Contingencies [Line Items]            
Upfront payments     20,000,000.0      
Preclinical research payable     40,000,000.0      
Payable for exercise of options     315,000,000.0      
Repayment of Research and Development Cost     8,600,000      
Syros Pharmaceuticals [Member] | Research And Development Milestones [Member]            
Commitment And Contingencies [Line Items]            
Contingent Payment Milestone Additional Obligations     $ 0      
Maximum [Member]            
Commitment And Contingencies [Line Items]            
Lease term     10 years      
Minimum [Member]            
Commitment And Contingencies [Line Items]            
Lease term     1 year      
Leasehold Improvements [Member]            
Commitment And Contingencies [Line Items]            
Property palnt and equipment additions     $ 32,300,000 19,000,000.0    
Depreciation expense     $ 3,800,000 $ 7,000,000.0    
Lease Agreements [Member] | Maximum [Member]            
Commitment And Contingencies [Line Items]            
Tenant inducement $ 27,900,000          
XML 69 R47.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies - Supplemental cash flow information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Oct. 01, 2019
Commitment And Contingencies [Line Items]      
Weighted-average discount rate of operating leases 8.66%   8.78%
Accounting Standards Update 2016-02 [Member]      
Commitment And Contingencies [Line Items]      
ROU assets obtained in exchange for new operating lease upon adoption of ASC 842 $ 0 $ 14,177  
Adjustment to ROU assets as a result of the lease modification for the Prior Premises (106) (13,802)  
ROU assets obtained for new operating lease liabilities 205 53,727  
Operating lease liabilities arising from obtaining ROU assets 205 25,929  
Cash paid for amounts included in the measurement of lease liabilities $ 7,696 $ 4,481  
Weighted-average remaining lease term of operating leases (in years) 9 years 2 months 12 days 10 years 1 month 6 days  
Weighted-average discount rate of operating leases 8.66% 8.66%  
XML 70 R48.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies - Lessee Operating Lease Liability Maturity (Detail) - USD ($)
$ in Thousands
Dec. 31, 2020
Oct. 01, 2019
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]    
2021 $ 11,841  
2022 12,222  
2023 12,584  
2024 12,948  
2025 13,368  
Thereafter 60,507  
Total lease payments 123,470  
Less: Imputed interest (39,458)  
Present value of operating lease liabilities $ 84,012 $ 2,900
XML 71 R49.htm IDEA: XBRL DOCUMENT v3.20.4
Stockholders' Equity - Additional Information (Detail) - USD ($)
 1 Months Ended 12 Months Ended
Jul. 31, 2019
Jun. 30, 2019
Jan. 31, 2019
Dec. 31, 2018
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Class of Stock [Line Items]              
Common stock dividend declared         $ 0    
Issuance of common stock upon equity offerings, net of issuance costs, Shares   3,375,527   3,409,090      
Common Stock Issue Price $ 57.12 $ 57.12 $ 41.54 $ 41.54     $ 41.54
Proceeds from Issuance of Common Stock,Net of Expenses $ 5,700,000 $ 192,400,000 $ 21,200,000 $ 141,100,000   $ 219,443,000 $ 396,501,000
Shares Issued to Underwriters due to execise their Over Allotment Option 100,000   511,363        
XML 72 R50.htm IDEA: XBRL DOCUMENT v3.20.4
Stockholders' Equity - Schedule of Common Stock Reserved for Issuance on Converted basis (Detail) - shares
Dec. 31, 2020
Dec. 31, 2019
Class of Stock [Line Items]    
Shares reserved for future issuance 12,225,543 10,153,943
RSU [Member]    
Class of Stock [Line Items]    
Shares reserved for future issuance 2,625,056 1,848,772
Stock Options [Member]    
Class of Stock [Line Items]    
Shares reserved for future issuance 3,327,330 3,573,860
Shares Available for Future Grant Under the 2015 Plan and 2017 Inducement Equity Plan [Member]    
Class of Stock [Line Items]    
Shares reserved for future issuance 6,018,567 4,478,656
ESPP [Member]    
Class of Stock [Line Items]    
Shares reserved for future issuance 254,590 252,655
XML 73 R51.htm IDEA: XBRL DOCUMENT v3.20.4
Share-based Compensation - Plan Summary - Additional Information (Detail) - USD ($)
 1 Months Ended 12 Months Ended
Aug. 11, 2017
Jul. 31, 2015
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares authorized for issuance | shares     12,225,543 10,153,943  
Intrinsic value of options exercised     $ 23,000,000.0 $ 23,500,000 $ 23,400,000
Estimated weighted-average grant-date fair value of common stock underlying options granted     $ 40.76 $ 32.30 $ 33.58
Dividend yield     0.00%    
Unrecognized compensation expense     $ 166,009,000    
weighted average derived service period     2 years 6 months    
Stock-based compensation     $ 71,477,000 $ 45,651,000 $ 30,080,000
Shares issued, value     $ 4,137,000 $ 2,361,000 $ 1,647,000
Stock Options [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares authorized for issuance | shares     3,327,330 3,573,860  
Dividend yield     0.00% 0.00% 0.00%
weighted average derived service period     2 years 3 months 18 days    
ESPP [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares authorized for issuance | shares     254,590 252,655  
Dividend yield     0.00% 0.00%  
weighted average derived service period     8 months 12 days    
RSU [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares authorized for issuance | shares     2,625,056 1,848,772  
weighted average derived service period     2 years 8 months 12 days    
Market Condition Awards Granted to Employees [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unrecognized compensation expense     $ 13,000,000.0    
weighted average derived service period     1 year 2 months 15 days    
Stock-based compensation     $ 7,700,000    
2017 Market-Condition RSU Awards [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation     $ 0 $ 36,500 $ 3,100,000
Number of shares vesting Period       156,000  
Number of shares forfeited       3,250  
Number of shares Non-vested period     0 0  
2017 Inducement Equity Plan [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares authorized for issuance     1,277,475    
2017 Inducement Equity Plan [Member] | Stock Options [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Expiration period     10 years    
Exercise price as a percentage of the fair market value     100.00%    
2017 Inducement Equity Plan [Member] | Stock Options [Member] | Tranche One [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     4 years    
Vesting Percentage     25.00%    
2017 Inducement Equity Plan [Member] | Stock Options [Member] | Tranche Two [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     3 years    
2017 Inducement Equity Plan [Member] | RSU [Member] | Tranche One [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting Percentage     25.00%    
2017 Inducement Equity Plan [Member] | RSU [Member] | Tranche Two [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     3 years    
2015 Plan [Member] | Stock Options [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares authorized for issuance | shares     4,741,092    
Expiration period     10 years    
Exercise price as a percentage of the fair market value     100.00%    
Exercise price as a percentage of the fair market value for option holding more than 10% total combined voting power     110.00%    
Vesting period     4 years    
2015 Plan [Member] | Market Condition Awards Granted to Employees [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Restricted shares granted in period     421,000    
Number of shares vesting Period     0    
Number of shares forfeited     6,300    
Number of shares Non-vested period     414,700 0  
2015 Plan [Member] | 2017 Market-Condition RSU Awards [Member] | Senior Management [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Restricted shares granted in period 365,250        
2015 Plan [Member] | 2020 Market-Condition RSU Awards [Member] | Senior Management [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Restricted shares granted in period     414,700    
2012 Stock Option and Grant Plan [Member] | ESPP [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Expiration period     10 years    
2015 ESPP [Member] | ESPP [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Exercise price as a percentage of the fair market value   85.00%      
Maximum contribution to plan as a percent of employee's eligible compensation   15.00%      
2015 Inducement Equity Plan [Member] | Stock Options [Member] | Tranche Two [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting Percentage     6.25%    
2015 Inducement Equity Plan [Member] | RSU [Member] | Tranche One [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     4 years    
Vesting Percentage     12.50%    
2015 Inducement Equity Plan [Member] | RSU [Member] | Tranche Two [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting Percentage     12.50%    
2015 ESPAP [Member] | ESPP [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares issued     98,065    
Shares issued, value     $ 4,100,000    
XML 74 R52.htm IDEA: XBRL DOCUMENT v3.20.4
Share-based Compensation - Stock Option Activity (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]    
Beginning balance, outstanding, Number of Options 3,573,860  
Options granted, Number of Options 719,561  
Options exercised, Number of Options (525,788)  
Options canceled, Number of Options (440,303)  
Ending balance, outstanding, Number of Options 3,327,330 3,573,860
Vested and exercisable, Number of Options 2,151,326  
Weighted- Average Exercise Price    
Beginning balance, Outstanding, Weighted-Average Exercise Price $ 36.24  
Options granted, Weighted-Average Exercise Price 65.36  
Options exercised, Weighted-Average Exercise Price 25.35  
Options canceled, Weighted-Average Exercise Price 52.78  
Ending balance, Outstanding, Weighted-Average Exercise Price 42.07 $ 36.24
Vested and exercisable, Weighted-Average Exercise Price $ 34.77  
Beginning, Outstanding, Weighted-Average remaining contractual term 7 years 7 days 7 years 6 months 18 days
Vested and exercisable, Weighted-Average remaining contractual term 6 years 3 months 29 days  
Balance Outstanding, Aggregate Intrinsic Value $ 29,720  
Vested and exercisable, Aggregate Intrinsic Value $ 28,616  
XML 75 R53.htm IDEA: XBRL DOCUMENT v3.20.4
Share-based Compensation - Valuation Assumptions for Stock Options Granted (Detail)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Dividend yield 0.00%    
Stock Options [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Volatility, minimum 69.60% 69.80% 68.70%
Volatility, maximum 71.80% 72.20% 71.80%
Risk-free interest rate, minimum 0.30% 1.40% 2.60%
Risk-free interest rate, maximum 1.80% 2.60% 3.00%
Dividend yield 0.00% 0.00% 0.00%
Stock Options [Member] | Minimum [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years) 5 years 1 month 6 days 5 years 3 months 18 days 5 years 3 months 18 days
Stock Options [Member] | Maximum [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years) 6 years 1 month 6 days 6 years 1 month 6 days 6 years 1 month 6 days
XML 76 R54.htm IDEA: XBRL DOCUMENT v3.20.4
Share-based Compensation - Summary of RSU Activity Granted to Employees with Service-Based Vesting (Detail) - 2017 Inducement Plan and 2015 Plan [Member] - RSU [Member] - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Beginning Balance - Non-vested market-condition awards 1,848,772  
RSUs granted, Number of RSUs 1,577,047  
RSUs vested, Number of RSUs (710,403)  
RSUs forfeited, Number of RSUs (505,060)  
Ending Balance - Non-vested market-condition awards 2,210,356 1,848,772
Beginning Balance - Non-vested units, Weighted-Average Grant Date Fair Value $ 49.19  
RSUs granted, Weighted-Average Grant Date Fair Value 64.28  
RSUs vested, Weighted-Average Grant Date Fair Value 50.84  
RSUs forfeited, Weighted-Average Grant Date Fair Value 56.30  
Ending Balance - Non-vested units, Weighted-Average Grant Date Fair Value $ 57.80 $ 49.19
Non-vested units, Weighted-Average remaining vesting period(years) 1 year 5 months 12 days 1 year 6 months 14 days
Non-vested units, Aggregate Intrinsic Value $ 95,731 $ 146,959
XML 77 R55.htm IDEA: XBRL DOCUMENT v3.20.4
Share-based Compensation - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail)
Dec. 31, 2020
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock Price Targets $ 34.77
Tranche One [Member] | 2020 Market Condition RSU Awards [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock Price Targets $ 109.20
Number of Units Allotted | shares 82,940
Tranche Two [Member] | 2020 Market Condition RSU Awards [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock Price Targets $ 145.60
Number of Units Allotted | shares 145,145
Tranche Three [Member] | 2020 Market Condition RSU Awards [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock Price Targets $ 182.00
Number of Units Allotted | shares 186,615
XML 78 R56.htm IDEA: XBRL DOCUMENT v3.20.4
Share-based Compensation - Summary of Activity of Market-Condition Awards (Detail) - Market Condition Awards Granted to Employees [Member] - 2015 Plan [Member]
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2020
USD ($)
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Beginning Balance - Non-vested market-condition awards | shares 0
Number of Units granted | shares 421,000
Number of Units vested | shares 0
Number of Units forfeited | shares (6,300)
Ending Balance - Non-vested market-condition awards | shares 414,700
Beginning Balance - Non-vested units, Weighted-Average Grant Date Fair Value | $ / shares $ 0
Weighted-Average Grant Date Fair Value granted | $ / shares 49.95
Weighted-Average Grant Date Fair Value vested | $ / shares 0
Weighted-Average Grant Date Fair Value forfeited | $ / shares 49.95
Ending Balance - Non-vested units, Weighted-Average Grant Date Fair Value | $ / shares $ 49.95
Non-vested units, Weighted-Average remaining vesting period(years) 1 year 2 months 15 days
Non-vested units, Aggregate Intrinsic Value | $ $ 17,961
XML 79 R57.htm IDEA: XBRL DOCUMENT v3.20.4
Share-based Compensation - Valuation Assumptions of Market-Condition Awards (Detail) - Market Condition Awards Granted To Employees [Member]
 12 Months Ended
Dec. 31, 2020
$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Valuation date stock price $ 68.67
Volatility 68.10%
Risk-free interest rate 0.26%
Dividend yield 0.00%
XML 80 R58.htm IDEA: XBRL DOCUMENT v3.20.4
Share-based Compensation - Fair Value Assumptions for Employee Stock Purchase Plan (Detail)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Dividend yield 0.00%  
ESPP [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Volatility, minimum 47.00% 46.50%
Volatility, maximum 77.00% 75.40%
Risk-free interest rate, minimum 0.10% 1.70%
Risk-free interest rate, maximum 1.50% 2.60%
Dividend yield 0.00% 0.00%
ESPP [Member] | Maximum [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected term (in years) 2 years 1 month 6 days 2 years
ESPP [Member] | Minimum [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected term (in years) 6 months 6 months
XML 81 R59.htm IDEA: XBRL DOCUMENT v3.20.4
Share-based Compensation - Stock-based Compensation Expense Recognized (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Total stock-based compensation expense $ 71,477 $ 45,651 $ 30,080
Research and Development Expense [Member]      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Total stock-based compensation expense 18,061 19,140 12,747
Selling, general and administrative [Member]      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Total stock-based compensation expense $ 53,416 $ 26,511 $ 17,333
XML 82 R60.htm IDEA: XBRL DOCUMENT v3.20.4
Stock-based Compensation - Unrecognized Stock-based Compensation Cost (Detail)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Total unrecognized stock-based compensation expense $ 166,009
Weighted-average remaining amortization period 2 years 6 months
Stock Options [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized compensation cost, options $ 38,440
Weighted-average remaining amortization period 2 years 3 months 18 days
RSU [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized compensation cost, restricted stock awards $ 110,837
Weighted-average remaining amortization period 2 years 8 months 12 days
ESPP [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized compensation cost, restricted stock awards $ 3,743
Weighted-average remaining amortization period 8 months 12 days
Market-Condition RSU [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized compensation cost, restricted stock awards $ 12,989
Weighted-average remaining amortization period 1 year 2 months 12 days
XML 83 R61.htm IDEA: XBRL DOCUMENT v3.20.4
Defined Contribution Plan - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Retirement Benefits [Abstract]      
Contribution expenses $ 2.1 $ 1.4 $ 0.8
XML 84 R62.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Additional Information (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Taxes [Line Items]      
Provision for income taxes $ 0 $ 0 $ 0
Increase in valuation allowance 80,700,000 99,200,000  
Deferred tax assets, valuation allowance $ 325,710,000 $ 245,000,000  
valuation allowance charged on deferred tax assets 100.00%    
State [Member]      
Income Taxes [Line Items]      
Operating loss carry forward, expiration year 2040    
State [Member] | Operating Loss Carryforward Expiration Year 2040 [Member]      
Income Taxes [Line Items]      
Operating loss carryforwards $ 587,100,000    
Domestic Tax Authority [Member]      
Income Taxes [Line Items]      
Operating loss carryforwards $ 829,100,000    
Operating loss carry forward, expiration year 2037    
Domestic Tax Authority [Member] | Tax period 2037 [Member]      
Income Taxes [Line Items]      
Operating loss carryforwards $ 209,900,000    
Domestic Tax Authority [Member] | Operating Loss Carryforward With Indefinite Expiry Period [Member]      
Income Taxes [Line Items]      
Operating loss carryforwards $ 619,200,000    
XML 85 R63.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Components of Loss Before Income Taxes (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Loss before provision for income taxes:      
United States $ (247,327) $ (266,595) $ (174,190)
International (226) (167)  
Loss before provision for income taxes $ (247,553) $ (266,762) $ (174,190)
XML 86 R64.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Effective Income Tax Rate Reconciliation (Detail)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Tax Disclosure [Abstract]      
Federal statutory income tax rate 21.00% 21.00% 21.00%
State taxes 7.40% 9.70% 1.30%
Federal and state tax credits 4.30% 4.90% 7.10%
Change in valuation allowance (32.40%) (37.20%) (33.30%)
Foreign rate differential     1.70%
Officer compensation limitation (0.80%) (1.00%) (0.70%)
Stock based compensation/Non-deductible changes in fair value 0.60% 1.70% 2.90%
Liquidation of foreign entities 0.00% 0.90%  
Other (0.10%)    
Provision for Taxes 0.00% 0.00% 0.00%
XML 87 R65.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Deferred tax assets:    
Net operating loss carryforwards $ 216,092 $ 157,685
Tax credits 76,684 62,862
Operating lease liability 23,147 16,177
Accruals and reserves 6,503 3,996
Stock based compensation 14,981 11,166
Intangibles 8,507 8,243
Other 904 408
Gross deferred tax assets 346,818 260,537
Valuation allowance (325,710) (245,000)
Net deferred tax assets 21,108 15,537
Operating lease – ROU asset (13,975) (14,971)
Property and equipment (7,050) (352)
Other (83) (214)
Gross deferred tax liabilities (21,108) (15,537)
Net deferred tax assets $ 0 $ 0
XML 88 R66.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]    
Balance at beginning of year $ 21,598 $ 16,232
Additions based on tax positions related to current year 3,346 5,366
Decreased for prior period positions (498)  
Unrecognized tax benefit - December 31 $ 24,446 $ 21,598
XML 89 R67.htm IDEA: XBRL DOCUMENT v3.20.4
Net Loss per Share - Potentially Dilutive Securities that were Not Included in Diluted Net Loss per Share Calculations (Detail) - shares
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from earnings per share 5,952,386 5,422,632 4,266,021
Stock Options [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from earnings per share 3,327,330 3,573,860 3,243,551
Restricted Stock [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from earnings per share     47,051
RSU [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from earnings per share 2,625,056 1,848,772 975,419
XML 90 R68.htm IDEA: XBRL DOCUMENT v3.20.4
Selected Quarterly Financial Information (Unaudited) - Selected Consolidated Quarterly Financial Information (Unaudited) (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Quarterly Financial Information Disclosure [Abstract]                      
Product sales, net $ 41,295 $ 36,889 $ 31,501 $ 14,118 $ 2,108            
Loss from operations (59,373) (58,311) (52,036) (73,452) (99,214) $ (68,742) $ (60,804) $ (52,523) $ (243,172) $ (281,283) $ (182,742)
Net loss $ (61,806) $ (59,881) $ (52,840) $ (73,026) $ (95,975) $ (64,547) $ (57,321) $ (48,923) $ (247,553) $ (266,766) $ (174,193)
Basic and diluted net loss per common share $ (1.00) $ (0.97) $ (0.86) $ (1.20) $ (1.59) $ (1.07) $ (1.01) $ (0.87) $ (4.04) $ (4.57) $ (3.41)
EXCEL 91 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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�+*I*BS^W 'EVXGC._L7CV1=*O/"G8YKO(8%J.?Z0>B9VV4I2 5, M$LZ0@-7$N?5O9IF)MP'?"6SEP1B93I: 8(*.3*9,#ZL8$94&H2 M:8S?;4ZG*VF$A^-]]D^V=]W+$DN8M6)-4!&V>^+7UH<#@1^=$ 2M(#A7$+:"T#:Z([-MS;'" MT['@6R1,M,YF!M8;J];=$&;^Q842>I5HG9K>88I9#FAA/YD9KVK.@"F)/J+; M/!<-%.@KP4M"B2(@T>4<%";T2B\_+^;H\N(*72#"T%/)&XE9(<>NTE0FMYNW M!'<[@N $P1SR:Q3Z'U#@!=Z ?':VW!^]E;O:B\Z0H#,DL/G"_S7DY^U2*J$_ MNU_O5 F[*J&M$IVHLO=6@ 0L\A)I[_37M]&[JM9[1*&<2S5HYBYO:O.:+;J9 M^EZ2IF-W<^A9/RI(HLSKHMY 1QUT=!9TA5FSTD8T@K#U:=)=LOB 8>0'\1'H M0%"4),.<<<<9G\59"[X":L&(9->_23RCMWM!\7!:)@Q[1C3=QF_J1+$$%#: MJY7YHR.>?DSHG^#).I[L79XGKLR_VSI'_YU50XQ9;UN$OA^&1Y3]J,@/X^R( MTSTX=,V%=X_%FC")**RTSKM.=9MB=XGL)HK7]AQ>D89<" "PP$ W;G=[NP/H?W^SVUI1@7 O[?Z8;[Z9;Z;3[EJ;9YL!('O)I;*] M($,L+L/03C/(N3W3!2BZF6N3IU+V@&;P?W8I&A.PC[W8(O8 SX6(P,[<+:RTSDH*S0 MBAF8]X*KYN4@=?;>X)> M=U8,Y?)1.MGM_DQZP61"P@D3-%YX/1:P0"D=(XH MC+^5SZ"F=,#-]9OW&Y\[Y3+A%@9:_A8SS'I!)V SF/.EQ'N]_@Y5/FWG;ZJE M]4^VKFRC@$V7%G5>@2F"7*CRS5\J'38 2;P#$%> ^!.@V=H!2"I XA,M(_-I M#3GR?M?H-3/.FKRYA=?&HRD;H5P5QVCH5A .^]=< 7,@3NGP<#]GQT0D[8D*QATPO+5PVG% M?UWRQSOXAS ]8TFSP>(HCK; !P?#FQA#P*TZX-;^@'TK%/R53R1LJU();V^0)M%VRG9-V3Y0HUNG M4:-NQ-<&&Y02-=@8.0+-%&1ZSFZ$HMH)+ME(6^&'Q-.W%W03AZ(FO/UF"\^+22[#Q,0RVE>E#IFF=:;J7X4$CQ:R]Q(=V0GI()WPU:G8N/G=" MN#$[W-S^RQ6# @ : 8 !D !X;"]W;W)K M&ULC55-3^,P$/TK5L0!)"!?3;I%:21HQ2X')$1A M.:SVX"9N8^'86=MM8'_]CITT"FWHDDKF!Y\5NB2EWTL3N/<@T$1O- M*".[^PV'NFZT&;#39,*K\F"Z.?J08+E=EYR6A*NJ.!( MDM74N?:O9K'!6\!/2FK56R.3R5*(5V/86%UK"*06>3N_XEG M)"4*7:!%G*&3A#EZ*D0&X5YKA)7@S#CWLU:$3>-B. 3$7.2 M7:+0/T>!%W@#]-F7Z?[D(]V%ZR)I)@I!-E! MB:J*01W.T747U129$0-:FL<1+VH03R9C/:T M':*B(!K6%G7:HJ/:;BFGT $Y6@LQ_/E%!T']213O*3L$1<&PL+@3%A\5]B2@ M@Z WNN89TA8?7-;("X+]*SU$P;V/]^2YO3E@9O ]EFO*%6)D!33O<@S)R6:N M-886E1T-2Z%AT-AE ;\"(@T SE="Z)UAIDWWI:V-\+5*:=L3$[.][DKJ+@X'G6 MB!VND=Z;5^LM/K"4LD;MI-%@<3MC\_'38A+B8\ WB:V[.$.H9&/,/AC/Y8PE M(2%46%!@$/YWQ"4J%8A\&K]Z3C9(!N#E^[#.HI>[^XM3WX0*0CJ\ TAZ0 MQKP[H9CE2I#(,VM:L"':LX5#+#6B?7)2AZ&LR?I;Z7&4/^LC:C)6HH-[F)>E M#,T2"J3N)AY:=[M"$E+=P8UWPXM4RGM=QLDG$&AXT8LM.K'TBM@*BQ%,QA\@ M3=+D?;V"VYN[OUFX3W^H(1UJ2"/MY!JM=(4R[F 1ON*)8*%,L8.^7CTF/'CI3R_ MF%AX_"_"[J1VH'#K4 MQ;#5^1]02P,$% @ 9H%84E5G_8IT! *1( !D !X;"]W;W)K&ULK5AM;^(X$/XK%MJ3=J5N$QL"=$612MGJ*FVOJ-WN M?3:) 6L3F[6=LEW=C[^Q$Q)H$Y/5W1?(BY^99UX\,\YD)]5WO6',H)]9*O1E M;V/,]E,0Z'C#,JK/Y98)>+.2*J,&;M4ZT%O%:.) 61J0,!P&&>6B-YVX9PLU MG%?YT0R(+<"N^<;;3!]?(FK*4\KN]N4TN>Z%EQ%(6&RN"PM\S MNV9I:B4!CQ^ET%ZETP(/K_?2;YSQ8,R2:G8MT[]Y8C:7O7$/)6Q%\]0\R-V? MK#3($8QEJMTOVA5K1X,>BG-M9%:"@4'&1?%/?Y:.. ,HQ8 *0'D%0"W:>B7 M@'Y7P* $#+H"HA(0=04,2\#0^;YPEO/TG!HZG2BY0\JN!FGVPH7+H<'!7-C, M>C0*WG+ F>D7*=8?#5,9FK.E01_159)P&W.:HEM19*[-@/=S9BA//\"*I\O_N WJ'N$!?-S+75"1Z$AB@8X4&<:EZ5J@F+:HQ07=2F(U>7"DF,! =A1 M&4/VQLR(5^*>HC\\0"4G80.C:#_]+/@,\;(7/.\!)._QS9_+XH@%^TP&. M1TWP(U_VJ\3H.WD#3V(@EQ@))$93= O\R.%M 7N>XL%XC*-)\'QH]=MEHWX4 M752KCM@-*G8#+[M'%N>*)2YI/<9&E;C(*\[E/NPJGN496DH%< [FQW1+8VY> MFJ(1O34K"L.PV:QAQ6-XF@>M=V W*L/?H3*JJ(S^6_SGHQ-JB_"?6G5$;ER1 M&WO)/0F:267X+T@!*!T&)5S',A=-/*_';QB0-OT7E?X+K_ZOUB]?)!6>W,-A M78+#_S_JLU)H1\_B@X: 3[.Y%=JH'"8(RM@(=/'JUHM\.LEIRRHBROV5]=7SCZ>"0K"CB2Z%\78,"]& MN4;2?E7]4Z3K$HX[U/ #TN!0+A,>HP5]<0_N5Q7[1J)^\97A=AS.;*W1""9U M;6#XL2&EBJ$M?7%1_9%3!:O3%SLA404IJKR[H&X/N$-_Z&AC^[[UZ^A?=-BW M=1?!_C;RNK:!BQ*Y$VC%FE/<+^UDBM<-!/L[B./%M/[.3BE)UU528=JG('._U2<)N=P<') M-V-J[;Y1:.22M3@$5T^K[R!7[O0?U,N+CRAW5*VYT"AE*X"&YR.@I(KO$L6- MD5MWCEY* Z=R=[F!X8,INP#>KZ0T^QNKH/HZ-/T74$L#!!0 ( &:!6%(+ M194:&PO=V]R:W-H965TJ\3 M'WE>&#OA+V9;EL,CF$_;!X4COXV2\0J$YE(0!9NY=TW?+VEL 6[%9PX[??1, M;"IK*;_;P=_9W NL(B@A-38$P[]G6$)9VDBHX\<^J-=R6N#Q\VOT6Y<\)K-F M&I:R_,(S4\R]Q",9;%A=FH]R]Q?L$W("4UEJ]TMV^[6!1]):&UGMP:B@XJ+Y M9S_W&W$$H.,!0+@'A+\#1@. : ^(7**-,I?6BAFVF"FY(\JNQFCVP>V-0V,V M7-@R/AJ%;SGBS.).BOS2@*K("M;F\A&/25:70.2&W-:F5D"V[ 7+9K2=VBHN M4KYE)6$B(UP@$+0A6 Y3 'FR8>XD$^3M"@SCY3MR23X]KLC;-^_(&UQ.G@I9 M:X3JF6]0O)7@IWNA-XW0<$ H#]/^I M>6 OF=P)<@O0*XAV!47!T"&GX4%/>%I/Z^89NOD%R974_5X;=K\R_,@&%1Q, MC$8G%:S0K=QVX)T@I %M3PE;E_W;$'6W@<;3\8"(@XW1TSYVG:8*7)> =]:Y M4HPZ&D:4#B@X>!L];6Z_%J*7-^Z:ZBA):-Q2-Y=0S[I)%,?3WQ3Z1RU !2IW MG9$FKA9--]#.MMW7M>LY_,/RIG6[9RKG0I,2-@@-KB:H0#7=4#,P&ULO5I=;^,V%OTKA'>[ M:($V%BE*LF>3 $D\20-,=HQD9_M0[ ,CT[90270I.A^+_O@E)45T0NI:TXD[ M#Q-;OO?R\%[R''[H^%'(WZHUYPH]%7E9G8S62FT^C,=5NN8%JX[$AI?ZEZ60 M!5/ZJUR-JXWD;%$[%?F8!$$\+EA6CDZ/ZV=S>7HLMBK/2CZ7J-H6!9//YSP7 MCR;]B*WW'U93.7^MNXB[+("EY6F2B1Y,N3T1G^)D%!A$/.>I,B&8_O/ +WB>FT@:Q^]MT%'7 MIG'<_?P2_;+NO.[,/:OXA=B@R\5*15_7_ MZ+&U#48HW59*%*VS1E!D9?.7/;6)V'$@M,>!M [DC0-.>AS"UB%\VP+N<:"M M QWJ$+4.T5"'N'6(ASHDK4-2%ZO);EV:&5/L]%B*1R2-M8YF/M3UK;UU1;+2 M#,4[)?6OF?93IQ>B*#*EQY:J$"L7Z$*4*BM7O$PS7J&?T-EBD9DQPW)T738C MWXR@[V=!C&ZT4VL*_2Q7/"%QW^VQY\ <:Z M]UT*R$L*S@D8\6R[.D(A_A&1 $^^W,W0]W__8:G^\3><3/[IP7L8J+@O?"(:] M<8">.9,5D+"X Q+#"=NJK>2&M[)B6VCI*I6&M6'/#>%L]0R62*TY^L2UG/3A M/6\:279S270JS3]_HI(.7P+B^[SADIGQ@G(0 !QE0,(F':#)5P/Z$8E-2\'\ M236K !](./( D-,.Y!0,=;0F<]OM:WE%0#+8\E^(A,T6ID!;(NG&46C1> M&-B9]GTPB(5!!@Z=9C)=B$IYVR8N,Q'ZN@:-MK26N\E*)E"Q+&?C$,3ZP&3& M[G/>CO*T#VKH0"6Q%ZG'$.(';!D?PY1_:T8T?](K_\HWGF?8)?#IQ O1-8R( MQ_"R-=S->AA#?;&J@&%BWR$7G7VC9%G/+(D& MI>,M$^Z#[&I$'V37$H9LQ03#.G!=IK*F0,W4]T)J?P-?]\(_6RG"7Z=%TNSJ#.5O]1>F&=8_9R=.>J,@(6XA/K:6KV=$DD2> MDKDQ^XIE-0S#(G:EM^D-5^OM3"$6V3)+F[V-[F'=86_OII[I3CU]<^TF88![ M!QFQ.D=@G?M2LD)(I1>@"[TN\,\1K^:T\KE:FMXFBN62NKS';IAA?W7$);)6*5D]"#;\R( MU3;R3MI&/-H6>A7;8YEX%TI7'LLH!,MD99"\JPRVT8;TSK7LZYUKN:=W5C') MU^V_ADE,&_05H,"[+O19$E\ZKEK+9'@GK8X26$O"I&%J%"O[(= M6J4)8:7I.M?NQ>(2#1-#V(;3*$<+*L8-FWJ*YR7)>*:%SOG.V M^GD/1% M5T*K*R&L*^]50%,[1LK^"^NT!W374)GZ3K3Y:P[.:1D MEN;#Y/ ELWP;PGS[)QC W8E,(I".+/6&\#;C6ZMSRRO.9+JNS>O))C:O1^&@ MZ44M>]/@\.?IEJWI>[,U==F:!A!94TO6]"\A:^J2-:AMU)(UW;-F?Y:B0O,U MDP5+^5;I'6L^K/P[-QR'9U=JV97"[#IDJ4!=ZFS3V9=/2YT4IDZ]\4GU,Y-& MO0EM)YK&8HXFO5#-ZT6I\@\R/H6.,*FE4PK3*3P#WH\O(\N7T>'Y,K)\ M&0WFRV^AJ+:5 0=JD67/"&;/&_947_(-R:YEO.CPM[N1);\(/NP';R%G>YP' M7+!%.Q>X,#'>M#>F0Y)IZ2Z*#Y],RV@1S&A[DKGG2K7.)83#4ED$4UF-8RWR M!;HN-E(TZ]MA)&!I*3K\!CNVE!/#&^RY- >_ZEE+56Y.4G6+_/=MUO <:TG M.^]C]_HS)-X3RMAS%#R%M"6V'!;#'#;T-#5V2%:_N_?F^3G^<($]SV?XPV7SCJ(-W[PR>*M M;X5@ZND*4[F;=H+.\\(=WR3&+GBS2#A^UOZ'(T]D5DSC7*;?>6R2:6?4@1C7;)N:.[G[$TM"?:LODJEV_V%7 MROH=B+;:2%&"R0/!L^*7/98'<0 (^PV L 2$QX!> Z!; KI'@* )T"L!/79 MX=D&LXBCAC-8;O,\1;O/4HB83F!-5P5X5EPY&[J3!1K&TU.2OE\NX.33*7PB M ?@KD5M-.O7$,^2IM>=%I5=7A5=A@U=!"-?D2*+A]RS&^*4"CRA6/,-GGE=A MJ\8%1N?0#7Z#T _]&H?F[X8'XQKXHAU^$YES\&OA+]ATJZAUG;[NFU&#RU=! M^_&5I.&+0:'_;K'5JVSUG*U>@ZWO+G4P/F,/J*@40,QU)+=D6C&#(-= 18B& MY "D2"E8&^]V&Z/SP>!SW;&^!1N./K=0[%<4^ZUZ+B-'R#)8&KJQ3,4:[O/8 M\J.(#<[\$'Y6!?;PH.A\\#VF8<99=C#87*] ME@AZP7!82;V@-JJHC=JC%O]#]=$=HY%P0)31'_4D3:7?>FX2+$D)&?,UCXJR M99G;K5O%:72K4/"&NUNXT3_P_BSP!T<4ZX2Z(S^LYSBN.(X_'+ZFD*69.J'^.!PWL#GHF$$KF[GM@CGC1228L*5#4U)%Z38NLLM>*T%,M\IU3GL) MWQ6BTO!AG@P'X^.;5B/5ZXV"!EKAGE;XL3I/SI?!*)PWJ$1=N8<3HOR$3.G3 M6E+M9L<%%$+*3M?QJ??'[*GN?.9OJ K\4E=0Z()!C::7I[-ON$'W?^B";QAI M:H/SC^,*FM[!PU"@VK@'M@;G>/%VJE:K1_RE>[H>K5\%%_/B*;Y74WP97#.U MX9DFTFM2Z9\/*=]4\=@N)D;F[OFYDH8>LVZ8T <**BM ^VLIS?/$&J@^>6;_ M 5!+ P04 " !F@5A2]$2V%?P" !]" &0 'AL+W=OV7"E]PQT-2KJ$)U OY53@S&VCS%D.A62\( (60^?* MOQS[1F!V?&>PD5MCHE.9-I1Y!!JG0(BI?T2_,P!M8-'+'Z(QE3+V3>ZHJH0>G$U"496GF:D-.3,W)"6$&>5[R2 M&%H.7(6&-=9-&W/7M;E@C[D)I!T2^N7\?,!2VAD)C*-IC",OBVZI:JWI&I=_C]078VQ<*A V9[""[7NSU[,A^B^P?1G*%?_K,=(FR>1]L M\+ZEN&'4\^QTW_OL9]Y!OFY8E^0V+RL%<^P_F#M(9>T]WHZ%B[ ?Q7MJ[F^U M5/^@A2D2,6VRIED%A"\(;QM'79>LZ9[88JW&_)WW-XD\__.5:IK?[K:@[_U; M0'?K;- '\ST52U9(=+) F=?I8?ZB/NOJB>*E.2YF7.'A8X8K_#X H3?@^H)S M]3'1)U#[Q3'Z"U!+ P04 " !F@5A2^=1;7:,# "_"P &0 'AL+W=O MQV'3 J&H@4);.><2U8 M*4>=7*G-K>/(-(2V*!+Q4E$; :=>Z\VWE?XRO 7Q3VLC4F.I)GSE_TY#$;=5SM$#!(E59(\&\' M]\"8%D(W?M2:G<:D)K;'!_6'*G:,Y3F1<,_9WS13^:C3[Y ,5LF6J>]\/X![(C0: MU?2@*HB*C5M(2UVZ2R7P*46>&B\53U]RSC(0\@.9_=A2]9/\3NZRC.K:2AAY M+,T!T97V<0HJH>P3(IZ64_+QMT]#1Z$76LM):XL38]$_8]$C7WFI7Z5-(&WK?ELVKZ;YKH7^^WKK-^?G_=O[-3@9--0>57G!&[YXE4A*^(E59 MDW_^P.?D44$A_[V@'C;J8:4>GE/G18&'0%;:&=W1#,H,7Y0I2X2]DHU>7.GI M2V0WQASO+"Y$C0O111<>I=PF90HZQK3MSG:#0S#'EZ]6(&BYEC>DQ,L/H?1 M2[E4N+S,T6-I*W5C/FIY' 1Q%/EQX[AYN^AWB0F;A(37TS,0O 4 M()-D)7A!VF703MG-GV:_9Z_8VDCK#D_BDYJ,8E=_CA)WBO,&?FA!3D^1ON=; M@#.+9.AY%N1GF^0@#(,3Y/P4&0QZD>NUD6\RWF\RWK^8<7-&3!%F1''RA->- MV NJ\*HD&58FKL$KI%3B, ]$].CRT+TU-8 MY'E!+S@*S&E=_P6(==4*2CSKVU*9=V>SVG2;=U63=;0^\6YGGF7] ;M3TTS^ MDC>M[==$K&DI"8,5FG*[,3HK3+MH)HIOJN;CF2ML9:IACATV" W YRO.U6&B M#30]^_@_4$L#!!0 ( &:!6%()%+FE'0, *4* 9 >&PO=V]R:W-H M965TWIP4]SGQC[P)Z.5N(%G#%,K2 M*J&/OZVHU[W3)O;OG]2_N,7C8A9"PU26OXO,Y&-OX)$,EJ(IS8W.#8N&U=3U'8;YT;A;(%Y9C(W,GW(99F!TF_(Y[]-8?Z1 M#V2.?Y>L*8'()9G*JD+@+I+<@ :UAHS@/XA<:]V(.L6H&J/J-2B#,TBUT.3M M%1A1E.]03.="@1[Y!OW:M_IIZ^W3UAM[Q=L5I!5.U![9]80RQCB/PI&_[K,Z$!A0'@Y[@<]\1YWOZ*COF_DM MN?L!U0+4,0R\D^-G@!QWZO$Y(,XQ?QM%!-$@2=AAQTKE.CKMV M*'ZN;-W3I\ >=,*#,\ >=NK#<\ >OH 8ABP)PV /]H$XGH2#.#@,FP:[BAB< MXOOC&LN76& -M,:_;(U_5:(VY+;&.]]5 M47J\C'Z>SV8GL=[5-QJ=@_6NX%%^%M;\95'B$1_N'Y.#<2SF?(^TW^LA; /W M0ZC[ LM-"4M,#"X25%#;GF@[,'+EVHJ%--BDN-L<^TA0-@#GEU*:IX'M5+K. M=/(?4$L#!!0 ( &:!6%)A:Q9U+@D <] 9 >&PO=V]R:W-H965T M/@HDGS[889GCQ]\CF]7E?I@<72X M#F_%E:B^K"\+^6ZQLQ+%JB40L*V4BE'_NQ(E($F5)^O%':W2VNZ92[+Y^M'Y>+UXNYCHL MQ4F>_#>.JM6'F3]#D;@)-TGU.=_^2[0+JAU5IJRP] M2..L^1O>MQO14<#N@ )I%1U&LO@D3=)$U*:WDOC\551@G/TB)+U>GZ/M_ M_'"XJ*1CROQBV3KQL7&"##AQO+F=(XQ_1,3!GD;]Q*S^[TTR1[119QKU4[/Z MJ5@^JA-'HWXV6AT'&O7S\>K^OOI"QG(74+(+**GMT><&]+@HPNQ62%2HT/4# MZLI=A@_UQ\?;L(C0[_^1)M%%)=+R?P:'Z,XA6CODFAPJ4;BI5GD1_U]>3B8/ MBLMR$V9+@?Y$92V@BUMCF-6&%43>'6%""&,N/5S<=2.D$92I0(..X)[O[LYW MU^C[1585L431);H+DXU ^0W*UVHW2R3N1;&,Y>[I'&^L>AU_"'7J?T\"Y3M#=%]Q;(=NMD!E7>%96L:QD&95M#<(B.@CO1"%)!=W*?*D.(ODEN@GC M K9@F:>I3"B)3XNQVMS6UHGYC&F>"SC)<9^[Q)[O2EZ)D_B3F MYQHA.F>^?COX;CNX<3M.X[LX$EF$'F*1:%=@UG?FCO.=H6B\G1^>T+TQ M+.*U?)]KM\MLF* '$18EXD@F5+4J#3L7['P-S'"CLK+%M>[&Z9P+>AOF8=?S M^F7:%W099[A?IGU!6??^<)EB!WC:&0.C"C=%]&-3C%JN<_J^8JI9DT:04*Y9 MDT80<]<;7E.G]\#V6*%?6]CX_9-(KT5AXAP,+(@G0H,8>!"_&Q'B/L%12CQ* M>T'5"#*/^GPH5L"$V$R%=F2T&-! 8^OSR_3.GZ^WOW2@2&SFR%? G\7R(_[1 M%O\0]E$4/IAP$ .583,7G5U=7HXJ*B E[$VDJ("9L)E!7E-4?J]6"'-9T*LI MG1SAC V4%# 5-E/5B)(R&Q@NJ6?K[9\U@)6(F95>41H6R_ZN)(BM) @0#C$3 MSN>K+V,J@G0.6Q.A&0(T0]Z-9DB?/0@GS&%/&W2-(/9=W_.(OB8(T PQH_9K M$LIL^1%KGY-80!'$#.2?PN*;J&0*9,V0I ENB7YNCD*HRM%9ND[R!R%&-3H$ M4)[PB60@T 1YA\,+T9Q>GIZ9]_T!CB#O=GRQ6,9U3B&R2REF32E@!_)V!QFB M.:[#Z [%8XVF;XB&2F@,\43R.9*2 \)6\6AM94-PQ/ MFPF-".6L=^;2B6%30#O3.#,]_+)1X5)CG(8'T)TH*S6]N1PJ@C.J07O&AWT! ML*=F2.[Y(IGJ1L3ZV=%9:VSO;"/):< )@&YJANZ>$[_DV8':%!GP86!HC3)3 MJ$TB^\X"VE-S3U^7XT46;99-+9S]L8FKAV94/Z82 ,W6?MC!ZM"T7SH4P>Y=E2[H%J V3)5ZMVN)TV#=S@6,UR M)8G-EC.5"PCMFA'Z5;DEO_A-QG\IU_6KC.Z8E.O\&.).).4 O%TS>']MRQ/,'HC8R )C@-1L(DC-.K\SOQ:I+09&%!@@-;.VT>SUS1H#)&83Z:89 M8#![M\$YZ[?5KN=B)QB8_C% 868&T5$=I,7&B Z2 Q)S,Q*_80=IN9*]@^0 MV-S6B+_(ZSH#FILXT"I/(E6N:5X(*2TK!3O?H2JOPD2-0:[E%2-TES6M1\0,=#CS!S1W[ MLP9BIZVQK@><#NX%, ,W,\/+!F)<0PI8W27R9"JFD1OR&&B#6ZL(@WD5F-!Q3A67X)?5$!?FRM[LU@.1N'D#CO&T* =(].)(0 ZYYY>OY"#/7Z8_0GA;KO#V"Z9[F9Q<%DKXE&818U M]-:+[-A[4SQ <&\BOX-ZG7LXS6@^JINUV!C1S7J [)[E=DM59'M;_YQ0 !Q[ MP31"X0,"^W]7'W]BN9)O&RKX@-&^&:,_A?=QNDEEOZUN0[_>U'LHV\2U*J;N M$I3_HNT=_UDBD<2W\74B;+]7GEBNCZU+ 7CW1\#[WS>*] '7_8G@N@^X[IMQ M?=QLRV*$SPDSA@Y@W;?"^IC0O6X8Z0/.^Q/!>1]PWC=CM/WL:3%@/WOZG5OU MS1@_,GLL][60.3-7/I"!/Z(W?^_): !$$$RD%0\ Y@,SS(Z+F,6(-6(!8'4P M JME5W#\HC8A .@-)@*] 4!O8$;-O8P_W:&[+VC1>214/2(L3U&WL>341-Q(36>N>OFB>>JV>5/EZ_HIT>N\JO*T M?KD2820*)2"_O\GSZO&->O!T]^SST5]02P,$% @ 9H%84I3*Q:,T! M^ \ !D !X;"]W;W)K&ULI9=12X_C?GP08G!A3G+[82&AW MOUU)N^QXR\6S7"$J>$V33%[U5DJMOUJ6#%:8,MGG:\STFR47*5-Z*")+K@6R M,!=*$XO:MF>E+,YZDW$^=R/(-Q9<'Y MLQE\"Z]ZMB'"! -E5##]]X)S3!*C27/\*I7V*IM&\/!YK_VOW'GMS())G//D M1QRJU55OV(,0EVR3J'N^_1M+AURC+^")S']A6ZZU>Q!LI.)I*:P)TC@K_MEK M&8@# >J>$*"E .TJX)0"3NYH09:[=#S-2H6)U_T M@L>':_C\Z0M\ @NDT2,ASN QBY6\T)/Z^=\5WTB6A7)L*0UK3%I!"38KP.@) M,$+A.\_42L)-%F+X5H&EO:QG6R;"BW)O=+!O-THJ'>YXD MH,^X6?.S!710@0YRT,$)T!E&<989U0N6L"S "^"UO0OX9Y,N4 !?[GF:-KLP MX>8F3&IYF3BN[PP]O1$O#6QNQ>:VLI46(=(A4QAVA'&/8'PRW83C/-L*(9MM+< M%(?S#T[0\/@$.=1WG/H$%;>X85W;21M5#HQ:'7A"J0\8:.3]!K-%@AW91T=, ME+C$H5XS$['K[&VW)I$?>9G"\!*F+RATW86;\O3!G8@#;+G^Y*!$D',3P.WA M]E4071C*W%]8'!WNDM>G@Q/QH#4J/2\??(2M,&$B7\%Y;M\YM5EUPB?.N0GB M(WC.,1[5>.X)O#K-D_8\?YPP/D(W.*9S:=\_DA)>Z9_GT#^^ 2ZQZ # MVK?]=^FD7-?UI-;%@K17BU/YY".N>,>(@[[OGT"L"PAIKR#5O?]=M 6:AL%L M3Z _V83^--^P!!2*M!&WW:H/.V1"@@\AVS5ETWE'!1ZDQ0AN3NHR1 M]CK6>=O.C$F[5:]TR=F[1$>_=:DN;*2]LLV**_5VCZ=1)#!B"N&;IH]UVQ; M$TLVS0>P,. ?9J213T]47%I7-VI_*-AGP94VWL -/?(^FUL'/52*(LI;2YT, M^29318]1S5;MZS1OVM[-SW1;6S2AM9JB)_[.A+Y0$A)<:I5VW]>I111M9C%0 M?)UW:@NN=-^7/ZYT:X["+-#OEYRK_< 8J)K]R?]02P,$% @ 9H%84K ? M@CV7 P &Q !D !X;"]W;W)K&ULS5A-;]LX M$/TKA( %6B"11,E?*6P#CM7=+="@08*FAV /M#6VB8BB2])U#.R/7Y)29#N5 M*">;0RX62?$]S1L..1P/MUP\R!6 0H\LR^7(6RFU_A0$T\#-W2Y4F8@& _79 FWH+ZOKX7N!15+2AGDDO(<"5B,O G^E."^ =@9=Q2V M\J"-C)09YP^F\R4=>:&Q"#*8*T-!].,73"'+#).VXV=)ZE7?-,##]A/[GU:\ M%C,C$J8\^T%3M1IY P^EL"";3-WP[=]0"NH:OCG/I/U%VW)NZ*'Y1BK.2K"V M@-&\>)+'TA$'@"AN $0E('H.Z#8 XA(0GPKHE(".]4PAQ?HA(8J,AX)OD3"S M-9MI6&=:M)9/<[/NMTKHMU3CU/AV102<&\^E:,J9#B=)[(*_=)$F0OM^"7H?*C3;H<-YUV1GAR=;(E)T_U53HB\*F/S'85"G,JAC M#>HT":2_: IYBG84LK1NP=WXT _#/QQV="L[NDZ>XT"\OP(V ^$2V*N(>^_# MX_W*H+Y3Z1W/M $95;LS3]"[\WG._%]NA%3>HQ24MN('?=Z[S MH%(_.%T]>6Q2[R;IXP85TQ9<,.PWZEWA!L6_1YU1W[ X3Y9A:_T1'-0M% V!D4+KD94 MX8L67-QR].&#S(W_YR'<0E!S"I?27X=+7HX[EA[MI4>O./?1O^BJV!&GI *\ MS[[XG:1?O,^_V)U /S^N]<59?T?O H8^T!SM@ A9?_=R4W4+*,*(F3L8ZJ&4 M[&1M6)Q&%!=$FG'01)6\"=6Q[_9W!OR:2X,)GN(0.2EX]A<)_$YN$GA_E<#N MM/RBX&G)\*<'SQL1)6] 5/@M.*B:&(BEK3XEFO--KHI*HQJM*MR)K>N>C5^: MRM=68WN:HFR^(F))=9!EL-"4H=_7D2F*2K3H*+ZVM=F,*UWIV>9*5^\@S 3] M?L&Y>NJ8#U3_!XS_ U!+ P04 " !F@5A2;J%0!Q$$ "$#0 &0 'AL M+W=O%[ =G^/?^;!]/-P*^:R6 M )K\S#.NKEM+K5=46A*6 U=,<")A<=T:>Q^G7F@$[(Q'!EMUT";&E"=WJMT@""[K. M]+W8_@VE018P%IFROV1;SG5;)%XK+?)2& ERQHM_^K-TQ(& 'YP0\$L!_UR! M;BG0M8869-:L&ZKI:"C%ED@S&[69AO6-E49K&#=AG&N)7QG*Z=%\226TC2,2 M,A4Y9H>BUK]M,B\B2\2"W,\?R-@XG.D=^4M2KG&Z%N13OLK$#D AM5Z2.<@- MBZ$]L>H>06G&4W)Q YJR[!)5^JX7D5N>K&/ 5-!DEE&,)$_,A[#H?;^#_ GD M#YQM5CWH/LQOR,6'2_*!.$09;$48)P^<:76%@]C^9RG6"M6IH:/1-\9")R[] M,"G\X)_P@^>3.\'U4I%//('D5P4..K7RK/_BV8G?J/$&X@[I>E=HF^_6 $W/ M%O<C=*M!=JZ_[UD"/)<8S+>+QM".'\V9T9X?'6RH3\OT+JB2W&G+UHP$H MJ( ""Q2< )I RC@W"3*A&/@8,,1?!6]O,&UP;4R]9]#M6/"$%1O>0-1&ME@G MM.N88VLS\OI!/XK\H;.I 0PKP+ 1$--/D;1(]BOR=6WRL-P,M1CA,48816X0 MU6/T*HS>[S$*IYQ#T3NB:$>>&[C=>HJHHHA^3X&WQ@+8F2#1,4CHAF[/K0?I M5R#]1A#ZG7YP@L_?\_EOVD;O0/1K$'N=$]O/]]>[T[)<^S OPZC3?[7G:F8U9>_^PO&:;YPS+)%@2E_C@$U9O:Q ,I%< M[(!*=5EK4_.B'C&B)"1Y45Y@H9'07=V9-#U/4Z_2%-1H^M4U^ZO.:[[KCETS M3E,)J0GI+=>28=T>-\2UT!X=1&P01EWO=6"/IWE!;Q"^CJQS4,_F(%-;YBL2 MBS7710%6C59/B;$MH%^-3\P3P];)>S7%^^2.2CR!%&ULS59M:]LP M$/XKPNS#!FML.7%>2A)(4\8*ZQ::=OM0^D&Q+[&(;662$K?0'[^3[#K.FH0. M,B@86Y+OGGON1'DYC M)N',^!61L4@QV8K9<)V1:9$H(N;DH-1(2I8M -.D%9D][0A.V),Y)Z./*I[VJD;8R[84GQHJ#H'Z!X"6&#-.EGXGN^]X&X1!DCJGCOPKGH?14" MOPJ!;_&;_QJ"FG/'?;O_AI#D2D.J'HX0:E:$FI90ZQ A+<(EF4@> KEE<@%: M[8M: =*S(.;R;8;-5J/3Z;N;/;9;E>W64=NWZ#+>?/(#';J_AG0&\H$\V]"3 M:R:7V"?&(HNX#=#-]*Z(@*IDC[@?5!2"]Y&/=D6H?8I\M%_E@WJ]AK\_'YW* M=N>H[>]K$U9S!^\RCG=LE"1":_3XF>R[ 63 C*H,>GZO9:WGTFW8M)]4V7< MYN+4E=&K*/3>1V50;]L^O5/41HFR4QRMH-'>GQ):Z][T].518@:[9/ YP&;; M2*G_MA*))9R\?=!M^Z3-=U(FVZY*C[?5MY9)@=*I9Z9[H(/0;3^EP7\HDN!U MD73;;?IWD;BUV&PO=V]R:W-H965TN MC5E]\'T]7V+&](U*62Q$\I2/PJ" MCI\Q+KQAW\U-U+ OUR;E B<*]#K+F-J-,97;@1=Z+Q-?>;(T=L(?]EYS?0#-\3R9$P=/T'J[>75?H^6^-FF89K:93TWQMM$:*7)L@'1<#LQWL MKYNPG9MV,8 ?GVE+>#"8Z9\U0*T2J.6 6B> QIAP(;A(8,PH;G.D*'Z1HK%! M;0.=Y;DR+Q.!Y8GP%QQS2>[H7&';*;0U93,,^O[F"&.[9&S7,GY9VU2RJ>O2 M!Y(B"^L@V@<0K2@,@A,DG9*D\RJ2PDMU()U+O=$M&;JO8J#"OD!^#J-[@-'H M-$^YX[9$N:U%HQBTL-4]1=DK*7O_)\77>4GZ[LH_QHW1!A5=9WFM M ZK)")\85_"-I6LD_*HJ'#,A1^F>#W<85 4^J.6_D*PZ%?6$A3;[J-SJ4A6%&((,N[ ^I&8K:K MN[C#ZA(*S]Q"!P:-DD1A8OW]((SBU.C.*ZPV^N$__*UO]<-9J@2 MU_-JF,NU,'EC6,Z6??4H[R:KY7E33HT<%3\-*2Y(-+CI$H'*^]S\Q!&,$[^WT.-$;:W@!2XTF*V43!^F*-1^%'2"T\8]7^?6;83CI&1K M?$#[LUQH6H4U2L8E%H:K C2N1L&DNUPAD(X(*+Q^X@9U"E=X+E]0O_B:Z=:ELS@3(E?/+/Y*+@*(,,5 MVPI[K_;?\%A/W^&E2AC_A/W1-PH@W1JKY#&8&$A>5&_VJU M85ZN%CPRL:WLB:&>E(HSAZ!R$8)Y!I0.[62G<]6X@U*L)]3RAWAN$7ON;,8M 5RW=0*EY MBI<:46%]]ECN2]^-!U?MP3 )=QWA4LKF6$K?B=XWZ#"H M20P:@>ZYV;16&A$XW4UJM@5-@EQBU P4M>-!$Z%A36C8B#/G.YYAD<&!H\@N M\6B.C]K196'"LSDA4:_]-#20JFUAJY%1[]8#=U+-F5?W:EK3![[F- X$KB@T M:@^I6;J:@-7"JM)/G:6R-,.\F=-/ [5SH/.54O:T< GJW]#X#U!+ P04 M" !F@5A2[P'EHFD# # #0 &0 'AL+W=O.(DW:E=8D#K_:"9 H[;1)JX2*;N_#M >3'(C5.,ZUS2C2 M_OC93AK8!H9N+WV!V/'W^?M\')_CX4;(1Y4C:GCB1:E&0:YU]3Z*5)HCIRH4 M%9;FS5)(3K5IRE6D*HDT1$D<]R-.61F,AZYO)L=#L=8%*W$F0:TYIW)[ MC878C (2/'?^G9& ! M;L0#PXW:>P9K92'$HVU\RD9!;!5A@:FV%-3\?<,I%H5E,CK^;TB#=DX+W']^ M9O_@S!LS"ZIP*HK_6*;S47 90(9+NB[TO=A\Q,90S_*EHE#N%S;-V#B =*VT MX W8*."LK/_I4[,0>X"D!F=RCJUO<"/E FX8$6:X2) M,F&N;+\"LW7@EE>%V"+"7(OT$69KF>:& F8%+>'M#6K*BG^&D38"[311VHBY MKL4D1\20!.Y$J7,%MV6&V<\$D7'6VDN>[5TG7L8;3$/HD'>0Q$E\0-#T;#BY M\LCIM*O=<7R=EZ[V1$I:KM!\'QH66]@?-Z-;USW94)G!E\^&$CYIY.JK1U"W M%=1U@KK'#+)O+,,R@RW#(CL4,3\^#N/XC4='K]71\_+]XP7;8N M+L]W09^.N?"3#(ZZ.('KA5VOBZO6Q967Z)ZIQXNE-,<7*S5*5!HDU>@-C)\Q M#LEA1WX8"0=>0R3>G>+Q'UHZ'J43E.3W/5-[.H%+PK[?U%YJ(G]Y.)T@.' Z M-19>C/O90K*SD)Q_KL%WN*O#<;]4@C]W+ 3M)>V\0]02P,$% @ 9H%84JU^$)@5 P " H M !D !X;"]W;W)K&ULS5;+;N(P%/T5*^JBE=KF M"8$*D'AT-)6F$H)V9E'-PB27Q&IB,[8I[7S]V$Y( PV(653J!ORXY_@>'SO7 MO0WCSR(%D.@USZCH6ZF4JQO;%E$*.1;7; 54S2P9S[%479[88L4!QP:49[;G M.&T[QX1:@YX9F_)!CZUE1BA,.1+K/,?\;009V_0MU]H.S$B22CU@#WHKG, < MY.-JRE7/KEABD@,5A%'$8=FWAN[-Q'4TP$3\)+ 1M3;24A:,/>O.7=RW')T1 M9!!)38'5WPN,(2OFC^?@,0DNU"P MQ_D$G9]=H#-$*'I(V5I@&HN>+56V>DT[*C,;%9EY!S)S/73/J$P%NJ4QQ+L$ MMI)9:?6V6D?>4<8)1-?(=R^1YWA.0T+CD^%NMP$^.1W>.:+&KYSS#9__O\X- M.<$&\_AR%S9F0J*G'VH5="_>UZ&81N$(8]^Z5NV,>HH-5NN;M1DX]1 MON-TG"IJ1UJKDM8Z*FT& C"/4J1.-YK B_J"KLS>;F_'TSWD"^#'MK%=K=7^ MLE:'58[A)UE=\+9J]K@=I[UGXK@AJNL&SI[5#5%>&(3-5GNMO[E[LAS U]W]^SW*Z5R!QX8IX:0N6\IK*H(-5H]9P9FB*^-S[2SQQ3 M>M]IBC?2/>8)H0)EL%24SG6HCB$OGAU%1[*5*<0+)E59-\U4/=6 ZP UOV1, M;CMZ@>KQ-_@'4$L#!!0 ( &:!6%(4=9_LB , )T. 9 >&PO=V]R M:W-H965T3(-=Z\RD,59I#2=6YV W;U9"EE2;J5R':B.!9LZH+$(218.PI(P' MT[%;F\OI6&QUP3C,)5+;LJ1R?PF%V$T"'!P6;M@ZUW8AG(XW= T+T+>;N32S ML/&2L1*X8H(C":M)<($_71)GX';\PV"G.F-D4UD*<6/5DS[4A>@8D/X) U(;$(>["N10 M7E%-IV,I=DC:W<:;';A4G;4!Q[@]E866YBTS=GJZT"*].[-Y96@F2G/8BKIR MG:%;+B$5:\Y^F'J7&H#40;*$QK.)<5 M''("#B;H6G"=*_299Y ]=A":W)H$R2'!2^+U> 7I.8KQ1T0B$MTNKM#[=Q\\ M;N.F;K%S&Y^J6TXE'*O'A924K\$05Z/E'G7WS>G>+5_LJ,S0][^,2_1%0ZG^ M]0#J-8!Z#E#O!*"O0M,";;MGICIGEG8QPH,=P['CJ8(,71![H^^G>#"(HM$X MO#\"KM^ ZWO!?7.7 [(S>@_27'9SGZUB,+Y&M!12LQ\5L U()K)CN/S^"=H# ME0H-4.G8XZGGH($\\+ITA$=_;RPNA;Y?0[D$Z3NH8>-X^#:8DS2 $F^FC^[Y M(YZDYFY_1**JP;%329ZP)4YZO>@X648-GM$KD\7O_T"6N"8+P@G*Z-Y'&ARU M"I$ U[\0D2M4J-AZ]-(G^ GR%/*^?8K^?75-Z!/IL)GC$'[Z6:U HT'KT- M,I%6=XE?=W\CF>I(CS2)C)(3GT"D57*"7YE-SP3 3I(0>0&IPD['4()&ULC51-;]LP#/TK@K%# M"VR1[;A=5S@&DGC#>B@0M.AV&'90;"86*DN9Q#3=OQ\E.U[ZD:(76Z3X'OE$ MB?G.V'O7 "![;)5VDZA!W%QR[JH&6N%&9@.:=E;&M@+)M&ON-A9$'4"MXFD< MG_-62!T5>? M;)&;+2JI86&9V[:ML']GH,QN$B71WG$CUPUZ!R_RC5C#+>#= M9F')X@-++5O03AK-+*PFT32Y+#,?'P)^2-BY@S7S2I;&W'OCJIY$L2\(%%3H M&03]'F .2GDB*N-/SQD-*3WP<+UG_Q:TDY:E<# WZJ>LL9E$%Q&K826V"F_, M[COT>LX\7V64"U^VZV/CB%5;AZ;MP51!*W7W%X_].1P DO,C@+0'I,\!V1' MN >,WPO(>D X:MY)">=0"A1%;LV.61]-;'X1#C.@2;[4ONVW:&E7$@Z+$E;D MJ=G<:+1RN0W-6"BAV2YNF-\]*0&%5*<4<7=;LI,/I^P#DYI= M2Z5HW^4RKKJ%^2L!)T2 KW/+E%7CY?OC%&VK&0Y/&@6]\A.\&4%J@QX9L!IHZAH[] MFBX=6GHVO]](D T)LI @.Y+@2??AD6:*@U?[V-&70PQG09^<*M;L.LP'1RKS%9C=Q,&[S" IN'=/?//:#!U<^0_ M33?5KH5=2^V8@A51QJ//9Q&SW:3H##2;\':6!NDEAF5#PQ6L#Z#]E3&X-WR" M85P7_P!02P,$% @ 9H%84NZE6Y3B P ?0\ !D !X;"]W;W)K&ULK5?;;MLX$/T50M@%6B ;B92OA6T@B5ML@ 9K--L6 M1=$'1AI;1"71)6D[!O;C=R@IDAW+C(,Z#[%(<NPEQBS?^;Z.$LBXOI1+R/'-7*J,&QRJA:^7"GA<&&6ISX*@YV=>X%E!"E$QD)P_%G# M#:2I14(>ORI0K_9I#7>?G] _%,%C, ]^0>\6PX\J M3]>E)W;$$V7D3N8FT>1]'D.\#^ C[9H[>^)^S9R(4X@N24@O" M8T$+HYF1S M.FPQGYYN/G!$$]:5" N\\)1*?/^(;\FM@4S_<&!W:NQ.@=TY@CU3H+97>\F]L454]>*O1"Z=0A=9PB8'M0U#K'FZ M*C!Y!6QPE8'>'PR#H!_;O63B'"X=#MK]PCW.OYMQSE4&7NM\!5J]JZ\5G0"5Q$=SX0]!5Y)?^1AOE' MR_S&,J^(D_<-[V_(FU@6I]2$LH8..W]5&@VFX:NK4L76NKDKN-W#UQV4I_3( MX:.-9E.W:$\Q3FU$9&,E5RN32"7,]J1L-J)*N^?/9B-_U*U_K\[FH90-V-"9 MS4;+J%MH?O^\N?%9$/9=26MDC+IU[(6RXP&T+S :(6-BO9ZT(QK1H^=7/=:H M'GN]ZKEV1 6W]W$+AD/'CF"-L#&WL+V<:)?2?14FP3LR?@1%+E @"^7;DEE9 MEQ-*PAK)8^>7/-9('CNOY+%#R>O1]NN2O].79(#W!MO?H0NYRDUYS:]GZQ[R MJNB M$^R/0=D%^'XNI7D:6 =UQSWY'U!+ P04 " !F@5A2TO>)!J " !&!P M&0 'AL+W=O4; MVHH@-6'3*JU2U;3;LP,WP2K8S':2[M_/-H0ED1/E)=CFGG//N3=<9UO&/T0- M(-%GVU Q<6HINP?7%64-+1:WK .JWBP9;[%46[YR1<8G;8D*= M/#-G+SS/V%HVA,(+1V+=MIC_G4+#MA/'=W8'KV152WW@YEF'5S '^=Z]<+5S M1Y:*M$ %811Q6$Z<1_^A2'2\"?A%8"OVUD@[63#VH3=/U<3QM"!HH)2: :O' M!F;0-)I(R?@S<#IC2@W<7^_8OQOORLL""YBQYC>I9#UQ[AQ4P1*O&_G*MC]@ M\!-KOI(UPORB[1#K.:A<"\G: :P4M(3V3_PYU&$/X": MK06FE'<84ESD\C_]X;XPY\Q*./^*R/)RJ!4ZS'"VYL/GIX?* O2(Y,6(+\ M)+4K2T9ER5EEE_72)CFQECZ.PR/5MK@D29/@J/26.&OIW;T)TP)?F4DM4,G6 M5/9?Y'@Z7@:/9@8>G4_5)='/]/\T_0WSC/F*4($:6"I*[S95->?]U.XWDG5F MCBV85%/1+&MUT0'7 >K]DC&YV^@$X]69_P-02P,$% @ 9H%84@C37S.K M P &@X !D !X;"]W;W)K&ULG5?;;MLX$/T5 M0L "*;#5U?&EL TD=HLMT':#9-L^%/M 2R.+"$6Z)!6G?U^24F2[H:FT+[9( MZ9R9.3,DA_,]%_>R E#HL:9,+H)*J=V;*))Y!366(=\!TV]*+FJL]%!L([D3 M@ L+JFF4QO$XJC%AP7)NYV[$+( F>)F[)ME)F M(EK.=W@+=Z ^[VZ$'D4]2T%J8))PA@24B^ J>;-.,@.P7WPAL)='S\B$LN'\ MW@S>%XL@-AX!A5P9"JS_'F %E!HF[L9BDJ*/G*E*HK>L@.*4(-+N]S&D3S%0ARI*_41JGL<.AU8OARNY6*\(0;.86P0^;A(E7A$DOPL3+LZHPVX(N M?/2 :=-N:ICJ8Q"SW%G_?KJ++#6UX-H/5T/(29BZD>LA9&:D?^518]JK,?67 M!!?ZA&1V\:."Z%- %,$4Y=7?JKD>7&?N#3K79IY>?XM2Y*#0'ICTDV.;#-$ M24V4?72ER$]X$8?3,QD: -J]QIF@08L3?WZ2^'!.QP/[%,_O;8M3G$@2?>+L MM3Y'&WUL;RB@W-:U-(5=8B)L=3OK>'([=JWH YTA_*]4 +GV^'9PJ==31 M)%ZF#^1[0XJV7GB)RJZT33TKXM[E!QCCN1G.:_EG^'6OX]KXX^.FN8:Q-9>/J1> M6PU3;>_9S_87G"O;UO\R?VTN/K89/]"TMZ:/6&P)DXA"J2GU9J#/=]%>1-J! MXCO;FF^XTHV^?:STY0V$^4"_+SE73P-CH+\.+G\"4$L#!!0 ( &:!6%+3 M2\YAVP, )4- 9 >&PO=V]R:W-H965TR:UIVUFKFTF:7JOL8QM)I)P MV$+:77[\Q>ZBZ9&+![FC5(&GLJCDS-LIM;_T?9GO:$GD!=_32C_9<%$2I8=B MZ\N]H&1=.Y6%CR&,_9*PRIM/ZWLW8C[E!U6PBMX(( ]E2<3S!UKPX\Q#WLN- M6[;=*7/#GT_W9$OOJ+K?WP@]\KLH:U;22C)> 4$W,^\*72Y08AQJBQ^,'N79 M-3!+67'^8 ;7ZYD'#1$M:*Y,"*+_'NF"%H6)I#E^MD&];D[C>'[]$OUCO7B] MF!61=,&+_]A:[69>ZH$UW9!#H6[Y\3-M%Q29>#DO9/T+CJTM]$!^D(J7K;,F M*%G5_).G5H@S!Q0...#6 ;_6(6@=@GJA#5F]K"519#X5_ B$L=;1S$6M3>VM M5\,J\QKOE-!/F?93\^LJYR4%W\D3E6 "%KS<\XI62@*^ 4NZH4+0M7D,KJ2D M^C:IUN!?1E:L8(IIGW=+J@@KWFOG^[LE>/?V/7@+6 6^[_A!:F,Y]97F-+/Y M>C((I56U!P*4%.A'C6J7DDPJU;$S&I(YH$?9QC M%,,,3_W'3)G&/]1U<0UT8=#-0A)3 M;EV0B2U1F*6H1^FP0B@>P$P[S'04\[I2I-JR5>&6+[7F3"/8?\,.(QP&;JZL MX\K&-Z+:4>$BRJS),MA/#=LFA*F;!\%3>8>C1)^$*2QKNX0YRS*TMU08IRCM MD3KL< RC8" ]T%DS0J.T/TAQ($U[+_0!@U0Y=7(B:_Y)@*,$P3ZHPQ"'$81P M@/34$Q#^8_5^K:K85@LA:(EJFZ%H6--3FT'C?:9?'/]ZD^KI_P&WW^X;:"=S M8 N'@BR)^M NNS!+T #UJ=>@\69S(TQO5,]UJ:0_#VROSXYN5+NE3!(865O! M819$ XT'G3H/^D/K&02=HOX2XCC,(!J%.;0>-]QI'TQ>G(YJ2UF\G$ MN4D==F.[]-1WT'CC^3_YE%C'&^MECYDTA/[9F=E\L'PA8LLJJ9-DHWW@1:+7 M*)IO@&:@^+X^1J^XTH?R^G*GOYNH, ;Z^89S]3(P)_/N2VS^"U!+ P04 M" !F@5A2-D/5^]X" !"!P &0 'AL+W=OP]9+S$J7A2H+&^3 81U?7?:?O%;YS7)F- M/3@F,Z6>W>$F'P8=!P@%9M9Y8+2\X#4*X1P1C-^-SZ -Z0PW]VOO7SUWXC)C M!J^5^,%S6PR#BP!RG+.EL/=J]0T;/CWG+U/"^"^L&MU. -G26%4VQH2@Y+)> MV6N3APV#*#U@$#<&\4>#[@&#I#%(/-$:F:FMAP MZ?[B@]5TR\G.CFYDIDJ$1_:*!C[#/69*9EQPYI.LYO D-'*9R>G,$)< F/A5H:)G,S""TA=''"K$$SJ='$!]!$,=PJ M:0L#7V2.^;:#D*BU_.(UOTE\U.,4LW-(HD\0=^+.'D#7_VT>71Z!D[3I3KR_ MY)_IABDWF5!FJ1%^CF?&:JKH7T="=-L071^B>R#$A DF,P1F888++B67"_RW4WE&HXSSGKLZ, M[\0P?.YNI'T+2[_%TC^*9:M972IG=;-2 MBQ),+&>HJ9KWH>GO5D&WNY._/5I;M5*##C?&48EZX:>T@4PMI:T[MY6V#\'8 MS[\/\@D]$/4\?W=3ORZW3%-I&Q X)Y>=\S[E4=<3NSY85?FA-U.61JC?%O3( MH78*=#]7RJX/+D#[;([^ E!+ P04 " !F@5A2ID[M'#X# "P"P &0 M 'AL+W=O%C ?%4]07\<<_QN3Z.?4=K+IYD M#J#02\%*.79RI:HOKBNS' HB+W@%I9Y9+T"QM=CQW%M=QI(Y/*(^=/IG.S&#N>400,,F4H MB/Y[ABDP9IBTCK\MJ=.M:8"[[0W[5YN\3N:12)AR]HLN5#YV!@Y:P)+43-WS M]3=H$XH,7\:9M+]HW<9Z#LIJJ7C1@K6"@I;-/WEI-V('X,=' +@%X$- > 00 MM(#@7$#8 D*[,TTJ=A]2HLAD)/@:"1.MV4S#;J9%Z_1I:7R?*Z%GJ<:IR9T^ M6M^YE*@"@>8Y$8 ^HQE74"I*&'M%*66UL0;-(:L%510D4CE1: TZ]HXK=%-F MK%[ M&RB=;-'MHI85G-B'%;H@\I*$+91[V8-+-RY"J=C='D9JWRJT8Y/J+< MQ^B6ERJ7Z+K4J^\3N'H;NKW F[VXPB<94\@N4.!_0MC#7H^@Z=EP?]@#3\^' M#TYD$W3.!I8O.,)WJ1U<])AW_=+:M12\0%->5+6RKB"^1-=$E+1<233K?/O] M71.C&P6%_'-"5MC)"JVL\!Q9W3X;V5SVF[U-ZWEWC';/%WGC?_ MM#'SAW.\\/&6$+\K-[;7O1^\V5?7+K7K!HYQY$6'-VM/H#\(!TER>+7V! Z3 M*#0/Y9[![DXI4X!8V9)0HHS7I6I>\FZT*SLO;;%U,'YERE%;(FUIFEKVEH@5 MU17W)='[4=LT!7I$_^ M 5!+ P04 " !F@5A2.@23.Q8X[9,VR/0Q[8"PF M%BJ1'DG%[;\O=;'JT,>:AK[8(O5]W^&Y\)CT9"OD5[5F3*-O1<[5^6BM]>;, M<=1JS0JJQF+#N'GS(F1!M1G*5T=M)*-I32IRA[ANZ!0TXZ/II)Y[D-.)*'6> M=R8JX_[Q3OZE]-[X\4\6N1/Y7ENKU^2@>H92]T#+77\3VCK7^ M!)7>2N2J_D3;%NN.T*I46A0MV:R@R'CS3;^U<=@C&!V80%H"L0G^$8+7$KRA M!+\E^$,)04L(AA+"EA .)40M(1I*B%M"/)20M(3$)H3'$N?N,N<.M8&[9!]D M^RAEEVYGC[6 M^X&EZ/>22LUD_AW=9)SR549S-.?-+J^VR\D3IV6:&>A'=(HZVI7@2N192O^O MQLF,:9KEE=C3XPR=?/B(/B 'J3653*&,HR>>:?7)3)KG/]:B5)2G:N)HXW2U M=&?5.GC9.$B...BASX+KM4+7/&4IP%_T\S'I$7!,M+N0DUW(+TFOXHRMQLC# MGQ!QB0LLZ*J?_L@VANX>I<_ZZ8N2]]*O^^F?J>Q=_,U@WW$"T&\'^P[2[P;[ M#M+G@WT'Z8M?R_O]KX5N.9P>]U2QUS4.K];SCNC]UUZ?96J5"U5*AOZ^>%9: MFM_;?WKL^IU=O[;K'['[($5:KC12-&>F/7"FH9[0:$2U1G4.>9OZF"3!Q'G; MWVB'*"^,X^0]:@:@<.#B]ZCK0Q3V<17I?=3-(8I@]R?H742"+B)!;T260BGT M(D6!S-%,UM$'^V2C$NS9/@T2+_*LH$"PV,.6OS,(1EPOM,("P"+/#X@5%P"6 M) 3[[V&WP4'X3L,X\BVU.PCFQJZE-@=@ 0F(%9 % ".^AR/+ZCV$BS&)+;TE M@,,QV??B71F$71F$O67PFSFQFPT'ICX$ H)CUTK6%0 +DCBV4P_!2.R[5NH! M6.2YQ#)Z \"2((FLO7H+N> '?F2E'EI;Y!'+A3D \^/D(/4 C/A1$%BX>P@7 MAE%H^;H$<#CR<>+!J8^ZU$>]J;^D*ELAG_+-%=P<>%XSKE#.7HPI=QR9UB6;:VTST&)37RV> MA397E?IQS6C*9 4P[U^$T+M!9:#[;V'Z U!+ P04 " !F@5A2G?W55D," M !^"P #0 'AL+W-T>6QE$.D8+H[:3)J6K;=@* MA<$V"LW#WHIBGVV!?GBRG"7]ZR=9CNVD=0E]V)*7Z.X[W7>?I'.DL-(;!H\% M@$9KSD05X4+K\K/G54D!G%27L@1A(IE4G&CCJMRK2@4DK6P29][$]^<>)U3@ M.!0UO^>Z0HFLA8[P50S3V9E_ MZ3]=W.Y'SMO0!?9>)9X=0#Q*.T8Z/TBM_Y9>?Y3\^C#RM[@;:J_=^3C,I.@/ M8(H=8&H3#FA%6(3O"*-+16U61CAE&P=/+)!()A72YN2-F, BU;,+!\ZS3='R M<"JD:FJ["NYWV4[?"VP]*Y RU@F<8 ?$84FT!B7NC=-,;L 7(=3:BTUI%.:* M;(+)#/<)S6"*+*5*075E KR%XI!!9N4HFA=VU++T;%!KR8V14I)+01H-VXS6 M,+0),/9HOYA?V0[W.AN.0;/-0(15]-M5LJR0& M (71"I2FR1#YHTBY@+7>MM,Z&]<\.4'-_W:?N+HF5-F::B]0J:IB!>7,*&7I.E>0SO\)OY*62D9GK1!2/*NQS $P( L M !?3T\$MP>:4#M.*2VBZD8_1!2:5K5N %(MB6/:(7->=I3W;+T]!;X"O.DQQ0FE(2S,. M\,W2?S+W\PPU1>5*(Y5;&GC3Y?YVX$G1H2)8%II%R=.B':5_'[*XUMR/XPWA1>FETV-AN>)3BV?W8W_YD3]+)I532OTP'W?]* M#%@MM:SEJZBF@_& N8UY_M-8^6JTYVI16J/4=##I=SP*ZV7YT^9%"_G EZ[; MXOGR"P\@TT$Q#A=<2>M\=T1W?1X8GT0XN/_5>',KE1?VAGOQAS7-5NIU>YGP M%"/P&%T<=G_[()[;_Q-&LUK)4MR8LJF%]GT=51TC)8]V1LDJW+UBOW/%=2E8%T<' !,$ M,#D9(#N;2]77,M7[L=C.OVO72R8YQ;X6#/?H= OJ.%7#1US>U+U[QRK64X MC6O/KLK2--I+ /D>@7Q/"WG+I66/7#6"?1+<-;9O;@#W 8'[0 MW]<2EXN&6 MPW#Z<,%5&'A$V5CII8"(DS$V?H]I(:,AD5V;>FOT7@@GJ%^(!3/33^& H/HX M9)A1)L1*N3-Z/0S)0,UNQ-)#*DPA$W*'U+7T_6C7CBEA)/0A2Q&ZW L=II ) ML4-:47S=&%4)ZWYA'_]M0I('V3!S3(C5L=AP*X9+[D35]0.A77<0Y,.D,2&V MQHU822WZAK5RV73VF(?>"P$Q84R(C3'3I:D%>^#?XA<.\\.$6!"?PW7OC',L MI%&L:V%(ALEA0FR'A5"A$@KM^5?#;1A-U N[E3J,Q9(K-H.-FF!^2(C]@*8! M_R00$]-$0JR)(XD .WMH!1S5(F@Q0JP.-"5@9Q 3(ALDD(99)G",(B)62BG7KK!,*-Q,T?7_T^TBM-CPG$SQRR4$UL(?3?C:&(6RJEGX(YCMA4P MQ,0LE)]J#JX=D.)H8A;*W\)"AS'_UM'*5(%9J""VT-&%QE[L$!.S4$%>"X$9 MS?WH=,+S$)%9Z%1=["[O*CZ8>YSN(4+VTNNRKEE[9_^"Z,L;[\/6#5* M78=M]_K.\&KWS>_N>^7+_P!02P,$% @ 9H%84A;=:Q0F @ 8R@ !H M !X;"]?8@DCEQN ;OO* R28_6@)\AG9)4M7_^C3U;9CR]EWPZ[[EBW MNU.=?1[VQ[ILML-P^I5276W+H:UWW:DSIR]?IW*_TSLUNO=JOSN5G\.Y3C\8W#ZZ/KWNBUE:&:O;;\IP[)) MG_OKZ9HNAWQWGMS,GM^63?_\EILT=9! D$P?I!"DTP<9!-GT00Y!/GU00%!, M'[2 H,7T0?<0=#]]T ,$/4P?E.$.Q/(G9'N3&!W1KPS@=Z">@N!WH)Z"X'>,GK9)M!;4&\A MT%M0;R'06U!O(=!;4&\AT%M0;R'06U!O(=!;4&\AT%M1;R706U%O)=!;46\E MT%M'FR4$>BOJK01Z*^JM!'HKZJT$>BOJK01Z*^JM!'HKZJT$>AOJ;01Z&^IM M!'H;ZFT$>AOJ;01ZVVBSFT!O0[V-0&]#O8U ;T.]C4!O0[V-0&]#O8U ;T>] MG4!O1[V=0&]'O9U ;T>]G4!O1[V=0&\??:PDT-M1;R?0VU%O)]#;46\GT-M1 M;R?0.U#O(- [4.\@T#M0[R#0.U#O(- [4.\@T#M0[R#0.T8_FQ#H':AW$.@= MJ'?\I-YU^-J7>NWY7N/S?Y+JX7QON3[^LOP^B1(N+CBGVXKZ]!=02P,$% M @ 9H%84N'L7A'T 0 HB< !, !;0V]N=&5N=%]4>7!E&ULS=K+ M3L,P$ 707ZFR18WK)P_1;H ML. '3#*E49/8LETH?X^3 A((*E"1N)M&K>VY M$X]T5CV_>_84)]NN[>.\6*7DSQB+U8HZ&TOGJ<\K2QTM)LV3:ZV^>?8N'Y>!&IC,;G8;1RRYH7UOFTJF_(Z M>^SK3RG3UX0RGQSWQ%7CXU'>4+ O$X:5[P->S]T\4@A-39-;&]*U[?(NMFU9 M3,\MQ7)_B2]Z=,ME4U'MJDV7CY31![)U7!&EKBUW18_V)Z=\P[3[Y ?GCV7V M!>:=M\'YF"<6Z/=Q;R,93D]]+D0A-?M?\3TQES[X_6B8=DWU#[/S]3ZYL![G M$=GX./R./\[XO?XO^Q @?4B0/A1('QJD#P/2QS%('R<@?9R"],%G*(V@B,I1 M2.4HIG(45#F*JAR%58[B*D>!E:/(*E!D%2BR"A19!8JL D56@2*K0)%5H,@J M4&05*+)*%%DEBJP215:)(JM$D56BR"I19)4HLDH4626*K I%5H4BJT*15:'( MJE!D52BR*A19%8JL"D56A2*K1I%5H\BJ4635*+)J%%DUBJP:15:-(JM&D56C MR&I09#4HLAH460V*K 9%5H,BJT&1U:#(:OY3UGOGUG\ %02P$"% ,4 " !F@5A2!T%-8H$ "Q $ @ $ M 9&]C4')O<',O87!P+GAM;%!+ 0(4 Q0 ( &:!6%+E458?[@ "L" M 1 " :\ !D;V-0&UL4$L! A0#% @ 9H%84MBXK4+-!0 )Q@ !@ M ("!#0@ 'AL+W=O&PO=V]R:W-H965T&UL4$L! M A0#% @ 9H%84G/SQ5@]!0 #1, !@ ("!BQ< 'AL M+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 9H%84O7 M(*JM! % H !@ ("!,BX 'AL+W=O[N1"KD% "_#@ & @('T3P >&PO=V]R:W-H965T M&UL4$L! A0#% @ 9H%84BNU6I*K P /P@ !D M ("!XU4 'AL+W=O&PO=V]R M:W-H965T7 ( /X$ M 9 " @39> !X;"]W;W)K&UL M4$L! A0#% @ 9H%84OW:EP91!P NA$ !D ("!R6 M 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ M9H%84G==SUEM#P =RT !D ("! 'L 'AL+W=O>+C\# !W!P &0 @($0 MFP >&PO=V]R:W-H965T !X;"]W;W)K&UL4$L! A0#% @ 9H%84I40YR%" P (P@ !D M ("!2KT 'AL+W=O&PO=V]R:W-H M965T&UL4$L! M A0#% @ 9H%84O<(,Y%A @ ]P0 !D ("!VL@ 'AL M+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 9H%8 M4C-QWJ'C @ U 4 !D ("!VM( 'AL+W=O&PO=V]R:W-H965TL!1C@4 ,L- 9 " @=/= !X;"]W;W)K M&UL4$L! A0#% @ 9H%84FHRDS?U @ $08 M !D ("!F., 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 9H%84H_/Q%:' @ T08 !D M ("!F.P 'AL+W=O&PO=V]R:W-H965T M?S !X;"]W;W)K&UL4$L! A0# M% @ 9H%84EYL;O&K @ M08 !D ("!S?@ 'AL+W=O M&PO=V]R:W-H965T&UL4$L! A0#% @ 9H%84@?. MU_[& @ U0< !D ("!O $! 'AL+W=OD89<" "&PO=V]R:W-H965T&UL4$L! A0#% @ 9H%84C*.AEKX 0 X0, !D M ("!00H! 'AL+W=O&PO M=V]R:W-H965T&UL4$L! A0#% @ 9H%84EJFC@GS!P %RH !D ("! MQ10! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% M @ 9H%84OG46UVC P OPL !D ("!720! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 9H%84HF+6,SE @ K H !D M ("!<4$! 'AL+W=O&PO=V]R M:W-H965T&UL M4$L! A0#% @ 9H%84N\!Y:)I P P T !D ("!44L! M 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ M9H%84H97U M: @ N@4 !D ("!_%4! 'AL+W=O&UL4$L! A0#% @ 9H%84@C37S.K P M&@X !D ("!?5\! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 9H%84J9.[1P^ P L L !D M ("!AFH! 'AL+W=O&PO=V]R:W-H M965T7!E&UL4$L%!@ !, $P RQ0 +U_ 0 $! end XML 92 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 93 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 94 FilingSummary.xml IDEA: XBRL DOCUMENT 3.20.4 html 219 439 1 false 67 0 false 7 false false R1.htm 1001 - Document - Cover Page Sheet http://www.gbt.com/role/CoverPage Cover Page Cover 1 false false R2.htm 1002 - Statement - Consolidated Balance Sheets Sheet http://www.gbt.com/role/ConsolidatedBalanceSheets Consolidated Balance Sheets Statements 2 false false R3.htm 1003 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://www.gbt.com/role/ConsolidatedBalanceSheetsParenthetical Consolidated Balance Sheets (Parenthetical) Statements 3 false false R4.htm 1004 - Statement - Consolidated Statements of Operations and Comprehensive Loss Sheet http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss Consolidated Statements of Operations and Comprehensive Loss Statements 4 false false R5.htm 1005 - Statement - Consolidated Statements of Stockholders' Equity Sheet http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity Consolidated Statements of Stockholders' Equity Statements 5 false false R6.htm 1006 - Statement - Consolidated Statements of Cash Flows Sheet http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows Consolidated Statements of Cash Flows Statements 6 false false R7.htm 1007 - Disclosure - Organization and Basis of Presentation Sheet http://www.gbt.com/role/OrganizationAndBasisOfPresentation Organization and Basis of Presentation Notes 7 false false R8.htm 1008 - Disclosure - Summary of Significant Accounting Policies Sheet http://www.gbt.com/role/SummaryOfSignificantAccountingPolicies Summary of Significant Accounting Policies Notes 8 false false R9.htm 1009 - Disclosure - Fair Value Measurements Sheet http://www.gbt.com/role/FairValueMeasurements Fair Value Measurements Notes 9 false false R10.htm 1010 - Disclosure - Available-for-Sale Securities Sheet http://www.gbt.com/role/AvailableForSaleSecurities Available-for-Sale Securities Notes 10 false false R11.htm 1011 - Disclosure - Balance Sheet Components Sheet http://www.gbt.com/role/BalanceSheetComponents Balance Sheet Components Notes 11 false false R12.htm 1012 - Disclosure - Inventories Sheet http://www.gbt.com/role/Inventories Inventories Notes 12 false false R13.htm 1013 - Disclosure - Long-term Debt Sheet http://www.gbt.com/role/LongTermDebt Long-term Debt Notes 13 false false R14.htm 1014 - Disclosure - Commitments and Contingencies Sheet http://www.gbt.com/role/CommitmentsAndContingencies Commitments and Contingencies Notes 14 false false R15.htm 1015 - Disclosure - Stockholders' Equity Sheet http://www.gbt.com/role/StockholdersEquity Stockholders' Equity Notes 15 false false R16.htm 1016 - Disclosure - Share-based Compensation Sheet http://www.gbt.com/role/ShareBasedCompensation Share-based Compensation Notes 16 false false R17.htm 1017 - Disclosure - Defined Contribution Plan Sheet http://www.gbt.com/role/DefinedContributionPlan Defined Contribution Plan Notes 17 false false R18.htm 1018 - Disclosure - Income Taxes Sheet http://www.gbt.com/role/IncomeTaxes Income Taxes Notes 18 false false R19.htm 1019 - Disclosure - Net Loss per Share Sheet http://www.gbt.com/role/NetLossPerShare Net Loss per Share Notes 19 false false R20.htm 1020 - Disclosure - Selected Quarterly Financial Information (Unaudited) Sheet http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnaudited Selected Quarterly Financial Information (Unaudited) Notes 20 false false R21.htm 1021 - Disclosure - Summary of Significant Accounting Policies (Policies) Sheet http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies Summary of Significant Accounting Policies (Policies) Policies http://www.gbt.com/role/SummaryOfSignificantAccountingPolicies 21 false false R22.htm 1022 - Disclosure - Fair Value Measurements (Tables) Sheet http://www.gbt.com/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://www.gbt.com/role/FairValueMeasurements 22 false false R23.htm 1023 - Disclosure - Available-for-Sale Securities (Tables) Sheet http://www.gbt.com/role/AvailableForSaleSecuritiesTables Available-for-Sale Securities (Tables) Tables http://www.gbt.com/role/AvailableForSaleSecurities 23 false false R24.htm 1024 - Disclosure - Balance Sheet Components (Tables) Sheet http://www.gbt.com/role/BalanceSheetComponentsTables Balance Sheet Components (Tables) Tables http://www.gbt.com/role/BalanceSheetComponents 24 false false R25.htm 1025 - Disclosure - Inventories (Table) Sheet http://www.gbt.com/role/InventoriesTable Inventories (Table) Tables http://www.gbt.com/role/Inventories 25 false false R26.htm 1026 - Disclosure - Long-term Debt (Table) Sheet http://www.gbt.com/role/LongTermDebtTable Long-term Debt (Table) Tables http://www.gbt.com/role/LongTermDebt 26 false false R27.htm 1027 - Disclosure - Commitments and Contingencies (Tables) Sheet http://www.gbt.com/role/CommitmentsAndContingenciesTables Commitments and Contingencies (Tables) Tables http://www.gbt.com/role/CommitmentsAndContingencies 27 false false R28.htm 1028 - Disclosure - Stockholders' Equity (Tables) Sheet http://www.gbt.com/role/StockholdersEquityTables Stockholders' Equity (Tables) Tables http://www.gbt.com/role/StockholdersEquity 28 false false R29.htm 1029 - Disclosure - Share-based Compensation (Tables) Sheet http://www.gbt.com/role/ShareBasedCompensationTables Share-based Compensation (Tables) Tables http://www.gbt.com/role/ShareBasedCompensation 29 false false R30.htm 1030 - Disclosure - Income Taxes (Tables) Sheet http://www.gbt.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://www.gbt.com/role/IncomeTaxes 30 false false R31.htm 1031 - Disclosure - Net Loss per Share (Tables) Sheet http://www.gbt.com/role/NetLossPerShareTables Net Loss per Share (Tables) Tables http://www.gbt.com/role/NetLossPerShare 31 false false R32.htm 1032 - Disclosure - Selected Quarterly Financial Information (Unaudited) (Tables) Sheet http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnauditedTables Selected Quarterly Financial Information (Unaudited) (Tables) Tables http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnaudited 32 false false R33.htm 1033 - Disclosure - Organization and Basis of Presentation - Additional Information (Detail) Sheet http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail Organization and Basis of Presentation - Additional Information (Detail) Details 33 false false R34.htm 1034 - Disclosure - Summary of Significant Accounting Policies - Additional Information (Detail) Sheet http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail Summary of Significant Accounting Policies - Additional Information (Detail) Details 34 false false R35.htm 1035 - Disclosure - Fair Value Measurements - Fair Value Assets Measured on Recurring Basis (Detail) Sheet http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail Fair Value Measurements - Fair Value Assets Measured on Recurring Basis (Detail) Details 35 false false R36.htm 1036 - Disclosure - Available-for-Sale Securities - Summary of Available-for-Sale Securities (Detail) Sheet http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail Available-for-Sale Securities - Summary of Available-for-Sale Securities (Detail) Details 36 false false R37.htm 1037 - Disclosure - Available-for-Sale Securities - Summary of Classification of Available-for-Sale Securities on Consolidated Balance Sheets (Detail) Sheet http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfClassificationOfAvailableForSaleSecuritiesOnConsolidatedBalanceSheetsDetail Available-for-Sale Securities - Summary of Classification of Available-for-Sale Securities on Consolidated Balance Sheets (Detail) Details 37 false false R38.htm 1038 - Disclosure - Balance Sheet Components - Property and Equipment (Detail) Sheet http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail Balance Sheet Components - Property and Equipment (Detail) Details 38 false false R39.htm 1039 - Disclosure - Balance Sheet Components - Additional Information (Detail) Sheet http://www.gbt.com/role/BalanceSheetComponentsAdditionalInformationDetail Balance Sheet Components - Additional Information (Detail) Details 39 false false R40.htm 1040 - Disclosure - Balance Sheet Components - Accrued Liabilities (Detail) Sheet http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail Balance Sheet Components - Accrued Liabilities (Detail) Details 40 false false R41.htm 1041 - Disclosure - Balance Sheet Components - Other Liabilities (Detail) Sheet http://www.gbt.com/role/BalanceSheetComponentsOtherLiabilitiesDetail Balance Sheet Components - Other Liabilities (Detail) Details 41 false false R42.htm 1042 - Disclosure - Inventories - Summary of Capitalizing Inventories (Detail) Sheet http://www.gbt.com/role/InventoriesSummaryOfCapitalizingInventoriesDetail Inventories - Summary of Capitalizing Inventories (Detail) Details 42 false false R43.htm 1043 - Disclosure - Inventories - Additional information (Detail) Sheet http://www.gbt.com/role/InventoriesAdditionalInformationDetail Inventories - Additional information (Detail) Details 43 false false R44.htm 1044 - Disclosure - Long-term Debt - Additional Information (Detail) Sheet http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail Long-term Debt - Additional Information (Detail) Details 44 false false R45.htm 1045 - Disclosure - Long-term Debt-Schedule of Future payments of principal and interest on the Term Loan (Detail) Sheet http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail Long-term Debt-Schedule of Future payments of principal and interest on the Term Loan (Detail) Details 45 false false R46.htm 1046 - Disclosure - Commitments and Contingencies - Additional Information (Detail) Sheet http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail Commitments and Contingencies - Additional Information (Detail) Details 46 false false R47.htm 1047 - Disclosure - Commitments and Contingencies - Supplemental cash flow information (Detail) Sheet http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail Commitments and Contingencies - Supplemental cash flow information (Detail) Details 47 false false R48.htm 1048 - Disclosure - Commitments and Contingencies - Lessee Operating Lease Liability Maturity (Detail) Sheet http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail Commitments and Contingencies - Lessee Operating Lease Liability Maturity (Detail) Details 48 false false R49.htm 1049 - Disclosure - Stockholders' Equity - Additional Information (Detail) Sheet http://www.gbt.com/role/StockholdersEquityAdditionalInformationDetail Stockholders' Equity - Additional Information (Detail) Details 49 false false R50.htm 1050 - Disclosure - Stockholders' Equity - Schedule of Common Stock Reserved for Issuance on Converted basis (Detail) Sheet http://www.gbt.com/role/StockholdersEquityScheduleOfCommonStockReservedForIssuanceOnConvertedBasisDetail Stockholders' Equity - Schedule of Common Stock Reserved for Issuance on Converted basis (Detail) Details 50 false false R51.htm 1051 - Disclosure - Share-based Compensation - Plan Summary - Additional Information (Detail) Sheet http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail Share-based Compensation - Plan Summary - Additional Information (Detail) Details 51 false false R52.htm 1052 - Disclosure - Share-based Compensation - Stock Option Activity (Detail) Sheet http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail Share-based Compensation - Stock Option Activity (Detail) Details 52 false false R53.htm 1053 - Disclosure - Share-based Compensation - Valuation Assumptions for Stock Options Granted (Detail) Sheet http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail Share-based Compensation - Valuation Assumptions for Stock Options Granted (Detail) Details 53 false false R54.htm 1054 - Disclosure - Share-based Compensation - Summary of RSU Activity Granted to Employees with Service-Based Vesting (Detail) Sheet http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail Share-based Compensation - Summary of RSU Activity Granted to Employees with Service-Based Vesting (Detail) Details 54 false false R55.htm 1055 - Disclosure - Share-based Compensation - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail) Sheet http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail Share-based Compensation - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail) Details 55 false false R56.htm 1056 - Disclosure - Share-based Compensation - Summary of Activity of Market-Condition Awards (Detail) Sheet http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail Share-based Compensation - Summary of Activity of Market-Condition Awards (Detail) Details 56 false false R57.htm 1057 - Disclosure - Share-based Compensation - Valuation Assumptions of Market-Condition Awards (Detail) Sheet http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail Share-based Compensation - Valuation Assumptions of Market-Condition Awards (Detail) Details 57 false false R58.htm 1058 - Disclosure - Share-based Compensation - Fair Value Assumptions for Employee Stock Purchase Plan (Detail) Sheet http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail Share-based Compensation - Fair Value Assumptions for Employee Stock Purchase Plan (Detail) Details 58 false false R59.htm 1059 - Disclosure - Share-based Compensation - Stock-based Compensation Expense Recognized (Detail) Sheet http://www.gbt.com/role/ShareBasedCompensationStockBasedCompensationExpenseRecognizedDetail Share-based Compensation - Stock-based Compensation Expense Recognized (Detail) Details 59 false false R60.htm 1060 - Disclosure - Stock-based Compensation - Unrecognized Stock-based Compensation Cost (Detail) Sheet http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail Stock-based Compensation - Unrecognized Stock-based Compensation Cost (Detail) Details 60 false false R61.htm 1061 - Disclosure - Defined Contribution Plan - Additional Information (Detail) Sheet http://www.gbt.com/role/DefinedContributionPlanAdditionalInformationDetail Defined Contribution Plan - Additional Information (Detail) Details 61 false false R62.htm 1062 - Disclosure - Income Taxes - Additional Information (Detail) Sheet http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail Income Taxes - Additional Information (Detail) Details 62 false false R63.htm 1063 - Disclosure - Income Taxes - Components of Loss Before Income Taxes (Detail) Sheet http://www.gbt.com/role/IncomeTaxesComponentsOfLossBeforeIncomeTaxesDetail Income Taxes - Components of Loss Before Income Taxes (Detail) Details 63 false false R64.htm 1064 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Detail) Sheet http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail Income Taxes - Effective Income Tax Rate Reconciliation (Detail) Details 64 false false R65.htm 1065 - Disclosure - Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) Sheet http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) Details 65 false false R66.htm 1066 - Disclosure - Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) Sheet http://www.gbt.com/role/IncomeTaxesReconciliationOfUnrecognizedTaxBenefitsDetail Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) Details 66 false false R67.htm 1067 - Disclosure - Net Loss per Share - Potentially Dilutive Securities that were Not Included in Diluted Net Loss per Share Calculations (Detail) Sheet http://www.gbt.com/role/NetLossPerSharePotentiallyDilutiveSecuritiesThatWereNotIncludedInDilutedNetLossPerShareCalculationsDetail Net Loss per Share - Potentially Dilutive Securities that were Not Included in Diluted Net Loss per Share Calculations (Detail) Details 67 false false R68.htm 1068 - Disclosure - Selected Quarterly Financial Information (Unaudited) - Selected Consolidated Quarterly Financial Information (Unaudited) (Detail) Sheet http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnauditedSelectedConsolidatedQuarterlyFinancialInformationUnauditedDetail Selected Quarterly Financial Information (Unaudited) - Selected Consolidated Quarterly Financial Information (Unaudited) (Detail) Details http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnauditedTables 68 false false All Reports Book All Reports d63231d10k.htm d63231dex1012.htm d63231dex1016.htm d63231dex102.htm d63231dex107.htm d63231dex108.htm d63231dex211.htm d63231dex231.htm d63231dex311.htm d63231dex312.htm d63231dex321.htm d63231dex322.htm gbt-20201231.xsd gbt-20201231_cal.xml gbt-20201231_def.xml gbt-20201231_lab.xml gbt-20201231_pre.xml g63231g01c01.jpg g63231g01g78.jpg g63231g13b01.jpg g63231g99y95.jpg http://xbrl.sec.gov/dei/2020-01-31 http://fasb.org/srt/2020-01-31 http://fasb.org/us-gaap/2020-01-31 true true JSON 97 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "d63231d10k.htm": { "axisCustom": 2, "axisStandard": 25, "contextCount": 219, "dts": { "calculationLink": { "local": [ "gbt-20201231_cal.xml" ] }, "definitionLink": { "local": [ "gbt-20201231_def.xml" ], "remote": [ "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-eedm-def-2020-01-31.xml", "http://xbrl.fasb.org/srt/2020/elts/srt-eedm1-def-2020-01-31.xml" ] }, "inline": { "local": [ "d63231d10k.htm" ] }, "labelLink": { "local": [ "gbt-20201231_lab.xml" ], "remote": [ "https://xbrl.sec.gov/dei/2020/dei-doc-2020-01-31.xml", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-doc-2020-01-31.xml" ] }, "presentationLink": { "local": [ "gbt-20201231_pre.xml" ] }, "referenceLink": { "remote": [ "https://xbrl.sec.gov/dei/2020/dei-ref-2020-01-31.xml", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-ref-2020-01-31.xml" ] }, "schema": { "local": [ "gbt-20201231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "https://xbrl.sec.gov/dei/2020/dei-2020-01-31.xsd", "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/dtr/type/nonNumeric-2009-12-16.xsd", "http://www.xbrl.org/dtr/type/numeric-2009-12-16.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-roles-2020-01-31.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-2020-01-31.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-types-2020-01-31.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-roles-2020-01-31.xsd", "https://xbrl.sec.gov/country/2020/country-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-types-2020-01-31.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "https://xbrl.sec.gov/currency/2020/currency-2020-01-31.xsd", "https://xbrl.sec.gov/exch/2020/exch-2020-01-31.xsd", "https://xbrl.sec.gov/naics/2017/naics-2017-01-31.xsd", "https://xbrl.sec.gov/sic/2020/sic-2020-01-31.xsd", "https://xbrl.sec.gov/stpr/2018/stpr-2018-01-31.xsd", "http://www.xbrl.org/lrr/arcrole/factExplanatory-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/deprecated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-parts-codification-2020-01-31.xsd" ] } }, "elementCount": 575, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2020-01-31": 4, "http://xbrl.sec.gov/dei/2020-01-31": 4, "total": 8 }, "keyCustom": 53, "keyStandard": 386, "memberCustom": 26, "memberStandard": 35, "nsprefix": "gbt", "nsuri": "http://www.gbt.com/20201231", "report": { "R1": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "1001 - Document - Cover Page", "role": "http://www.gbt.com/role/CoverPage", "shortName": "Cover Page", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1010 - Disclosure - Available-for-Sale Securities", "role": "http://www.gbt.com/role/AvailableForSaleSecurities", "shortName": "Available-for-Sale Securities", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1011 - Disclosure - Balance Sheet Components", "role": "http://www.gbt.com/role/BalanceSheetComponents", "shortName": "Balance Sheet Components", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InventoryDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1012 - Disclosure - Inventories", "role": "http://www.gbt.com/role/Inventories", "shortName": "Inventories", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InventoryDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1013 - Disclosure - Long-term Debt", "role": "http://www.gbt.com/role/LongTermDebt", "shortName": "Long-term Debt", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1014 - Disclosure - Commitments and Contingencies", "role": "http://www.gbt.com/role/CommitmentsAndContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1015 - Disclosure - Stockholders' Equity", "role": "http://www.gbt.com/role/StockholdersEquity", "shortName": "Stockholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1016 - Disclosure - Share-based Compensation", "role": "http://www.gbt.com/role/ShareBasedCompensation", "shortName": "Share-based Compensation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CompensationAndEmployeeBenefitPlansTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1017 - Disclosure - Defined Contribution Plan", "role": "http://www.gbt.com/role/DefinedContributionPlan", "shortName": "Defined Contribution Plan", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CompensationAndEmployeeBenefitPlansTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1018 - Disclosure - Income Taxes", "role": "http://www.gbt.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1019 - Disclosure - Net Loss per Share", "role": "http://www.gbt.com/role/NetLossPerShare", "shortName": "Net Loss per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002 - Statement - Consolidated Balance Sheets", "role": "http://www.gbt.com/role/ConsolidatedBalanceSheets", "shortName": "Consolidated Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "lang": null, "name": "us-gaap:ReceivablesNetCurrent", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:QuarterlyFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1020 - Disclosure - Selected Quarterly Financial Information (Unaudited)", "role": "http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnaudited", "shortName": "Selected Quarterly Financial Information (Unaudited)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:QuarterlyFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1021 - Disclosure - Summary of Significant Accounting Policies (Policies)", "role": "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies", "shortName": "Summary of Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueByBalanceSheetGroupingTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1022 - Disclosure - Fair Value Measurements (Tables)", "role": "http://www.gbt.com/role/FairValueMeasurementsTables", "shortName": "Fair Value Measurements (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueByBalanceSheetGroupingTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "div", "us-gaap:InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AvailableForSaleSecuritiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1023 - Disclosure - Available-for-Sale Securities (Tables)", "role": "http://www.gbt.com/role/AvailableForSaleSecuritiesTables", "shortName": "Available-for-Sale Securities (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AvailableForSaleSecuritiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1024 - Disclosure - Balance Sheet Components (Tables)", "role": "http://www.gbt.com/role/BalanceSheetComponentsTables", "shortName": "Balance Sheet Components (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "us-gaap:InventoryDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1025 - Disclosure - Inventories (Table)", "role": "http://www.gbt.com/role/InventoriesTable", "shortName": "Inventories (Table)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:InventoryDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1026 - Disclosure - Long-term Debt (Table)", "role": "http://www.gbt.com/role/LongTermDebtTable", "shortName": "Long-term Debt (Table)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "gbt:ScheduleOfSupplementalCashFlowInformationRelatedToLeasesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1027 - Disclosure - Commitments and Contingencies (Tables)", "role": "http://www.gbt.com/role/CommitmentsAndContingenciesTables", "shortName": "Commitments and Contingencies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "gbt:ScheduleOfSupplementalCashFlowInformationRelatedToLeasesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "gbt:ScheduleOfCommonStockReservedForFutureIssuanceTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1028 - Disclosure - Stockholders' Equity (Tables)", "role": "http://www.gbt.com/role/StockholdersEquityTables", "shortName": "Stockholders' Equity (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "gbt:ScheduleOfCommonStockReservedForFutureIssuanceTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1029 - Disclosure - Share-based Compensation (Tables)", "role": "http://www.gbt.com/role/ShareBasedCompensationTables", "shortName": "Share-based Compensation (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "us-gaap:PreferredStockParOrStatedValuePerShare", "div", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:PreferredStockParOrStatedValuePerShare", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003 - Statement - Consolidated Balance Sheets (Parenthetical)", "role": "http://www.gbt.com/role/ConsolidatedBalanceSheetsParenthetical", "shortName": "Consolidated Balance Sheets (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "us-gaap:PreferredStockParOrStatedValuePerShare", "div", "div", "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:PreferredStockParOrStatedValuePerShare", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1030 - Disclosure - Income Taxes (Tables)", "role": "http://www.gbt.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "us-gaap:EarningsPerShareTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1031 - Disclosure - Net Loss per Share (Tables)", "role": "http://www.gbt.com/role/NetLossPerShareTables", "shortName": "Net Loss per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:EarningsPerShareTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "us-gaap:QuarterlyFinancialInformationTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1032 - Disclosure - Selected Quarterly Financial Information (Unaudited) (Tables)", "role": "http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnauditedTables", "shortName": "Selected Quarterly Financial Information (Unaudited) (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "us-gaap:QuarterlyFinancialInformationTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:RetainedEarningsAccumulatedDeficit", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1033 - Disclosure - Organization and Basis of Presentation - Additional Information (Detail)", "role": "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail", "shortName": "Organization and Basis of Presentation - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": null }, "R34": { "firstAnchor": { "ancestors": [ "div", "div", "gbt:ConcentrationOfRiskPolicyTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020_CustomerConcentrationRiskMemberusgaapConcentrationRiskByTypeAxis_SalesRevenueProductLineMemberusgaapConcentrationRiskByBenchmarkAxis_TwoMajorCustomersMembersrtMajorCustomersAxis", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1034 - Disclosure - Summary of Significant Accounting Policies - Additional Information (Detail)", "role": "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "shortName": "Summary of Significant Accounting Policies - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "gbt:ConcentrationOfRiskPolicyTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020_CustomerConcentrationRiskMemberusgaapConcentrationRiskByTypeAxis_SalesRevenueProductLineMemberusgaapConcentrationRiskByBenchmarkAxis_TwoMajorCustomersMembersrtMajorCustomersAxis", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueByBalanceSheetGroupingTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020_FairValueMeasurementsRecurringMemberusgaapFairValueByMeasurementFrequencyAxis", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:InvestmentsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1035 - Disclosure - Fair Value Measurements - Fair Value Assets Measured on Recurring Basis (Detail)", "role": "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail", "shortName": "Fair Value Measurements - Fair Value Assets Measured on Recurring Basis (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueByBalanceSheetGroupingTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020_FairValueMeasurementsRecurringMemberusgaapFairValueByMeasurementFrequencyAxis", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:InvestmentsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:AvailableForSaleSecuritiesAmortizedCost", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1036 - Disclosure - Available-for-Sale Securities - Summary of Available-for-Sale Securities (Detail)", "role": "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail", "shortName": "Available-for-Sale Securities - Summary of Available-for-Sale Securities (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:AvailableForSaleSecuritiesAmortizedCost", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gbt:AvailableForSaleSecuritiesByBalanceSheetLocationClassificationTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1037 - Disclosure - Available-for-Sale Securities - Summary of Classification of Available-for-Sale Securities on Consolidated Balance Sheets (Detail)", "role": "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfClassificationOfAvailableForSaleSecuritiesOnConsolidatedBalanceSheetsDetail", "shortName": "Available-for-Sale Securities - Summary of Classification of Available-for-Sale Securities on Consolidated Balance Sheets (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gbt:AvailableForSaleSecuritiesByBalanceSheetLocationClassificationTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1038 - Disclosure - Balance Sheet Components - Property and Equipment (Detail)", "role": "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail", "shortName": "Balance Sheet Components - Property and Equipment (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "div", "div", "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:Depreciation", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1039 - Disclosure - Balance Sheet Components - Additional Information (Detail)", "role": "http://www.gbt.com/role/BalanceSheetComponentsAdditionalInformationDetail", "shortName": "Balance Sheet Components - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": null }, "R4": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004 - Statement - Consolidated Statements of Operations and Comprehensive Loss", "role": "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss", "shortName": "Consolidated Statements of Operations and Comprehensive Loss", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "gbt:AccruedResearchAndDevelopmentCostsCurrent", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1040 - Disclosure - Balance Sheet Components - Accrued Liabilities (Detail)", "role": "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail", "shortName": "Balance Sheet Components - Accrued Liabilities (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "gbt:AccruedResearchAndDevelopmentCostsCurrent", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:OtherLiabilitiesTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:OperatingLeaseLiabilityCurrent", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1041 - Disclosure - Balance Sheet Components - Other Liabilities (Detail)", "role": "http://www.gbt.com/role/BalanceSheetComponentsOtherLiabilitiesDetail", "shortName": "Balance Sheet Components - Other Liabilities (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:OtherLiabilitiesTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:OperatingLeaseLiabilityCurrent", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "us-gaap:InventoryDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:InventoryRawMaterials", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1042 - Disclosure - Inventories - Summary of Capitalizing Inventories (Detail)", "role": "http://www.gbt.com/role/InventoriesSummaryOfCapitalizingInventoriesDetail", "shortName": "Inventories - Summary of Capitalizing Inventories (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "us-gaap:InventoryDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:InventoryRawMaterials", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:OtherInventoryCapitalizedCosts", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1043 - Disclosure - Inventories - Additional information (Detail)", "role": "http://www.gbt.com/role/InventoriesAdditionalInformationDetail", "shortName": "Inventories - Additional information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:OtherInventoryCapitalizedCosts", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:LongTermDebtNoncurrent", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1044 - Disclosure - Long-term Debt - Additional Information (Detail)", "role": "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail", "shortName": "Long-term Debt - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "us-gaap:DebtDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_17_2019_SecuredDebtMemberusgaapCreditFacilityAxis", "decimals": "-5", "lang": null, "name": "us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "gbt:LongTermDebtMaturitiesRepaymentsOfPrincipalAndInterestInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1045 - Disclosure - Long-term Debt-Schedule of Future payments of principal and interest on the Term Loan (Detail)", "role": "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail", "shortName": "Long-term Debt-Schedule of Future payments of principal and interest on the Term Loan (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "gbt:LongTermDebtMaturitiesRepaymentsOfPrincipalAndInterestInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P08_01_2018To08_31_2018", "decimals": "0", "first": true, "lang": null, "name": "gbt:LesseeLeasingArrangementsOperatingLeasesFacilitySize", "reportCount": 1, "unique": true, "unitRef": "Unit_sqft", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1046 - Disclosure - Commitments and Contingencies - Additional Information (Detail)", "role": "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "shortName": "Commitments and Contingencies - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P08_01_2018To08_31_2018", "decimals": "0", "first": true, "lang": null, "name": "gbt:LesseeLeasingArrangementsOperatingLeasesFacilitySize", "reportCount": 1, "unique": true, "unitRef": "Unit_sqft", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "div", "div", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "4", "first": true, "lang": null, "name": "us-gaap:OperatingLeaseWeightedAverageDiscountRatePercent", "reportCount": 1, "unitRef": "Unit_pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1047 - Disclosure - Commitments and Contingencies - Supplemental cash flow information (Detail)", "role": "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail", "shortName": "Commitments and Contingencies - Supplemental cash flow information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gbt:ScheduleOfSupplementalCashFlowInformationRelatedToLeasesTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020_AccountingStandardsUpdate201602MemberusgaapAdjustmentsForNewAccountingPronouncementsAxis", "decimals": "-3", "lang": null, "name": "us-gaap:RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1048 - Disclosure - Commitments and Contingencies - Lessee Operating Lease Liability Maturity (Detail)", "role": "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail", "shortName": "Commitments and Contingencies - Lessee Operating Lease Liability Maturity (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "div", "div", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DividendsCommonStock", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1049 - Disclosure - Stockholders' Equity - Additional Information (Detail)", "role": "http://www.gbt.com/role/StockholdersEquityAdditionalInformationDetail", "shortName": "Stockholders' Equity - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DividendsCommonStock", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2017", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005 - Statement - Consolidated Statements of Stockholders' Equity", "role": "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity", "shortName": "Consolidated Statements of Stockholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2017", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gbt:ScheduleOfCommonStockReservedForFutureIssuanceTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CommonStockCapitalSharesReservedForFutureIssuance", "reportCount": 1, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1050 - Disclosure - Stockholders' Equity - Schedule of Common Stock Reserved for Issuance on Converted basis (Detail)", "role": "http://www.gbt.com/role/StockholdersEquityScheduleOfCommonStockReservedForIssuanceOnConvertedBasisDetail", "shortName": "Stockholders' Equity - Schedule of Common Stock Reserved for Issuance on Converted basis (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gbt:ScheduleOfCommonStockReservedForFutureIssuanceTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020_EmployeeStockOptionsAuthorizedAvailableForFutureGrantsMemberusgaapAwardTypeAxis", "decimals": "0", "lang": null, "name": "us-gaap:CommonStockCapitalSharesReservedForFutureIssuance", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gbt:ScheduleOfCommonStockReservedForFutureIssuanceTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CommonStockCapitalSharesReservedForFutureIssuance", "reportCount": 1, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1051 - Disclosure - Share-based Compensation - Plan Summary - Additional Information (Detail)", "role": "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "shortName": "Share-based Compensation - Plan Summary - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "-5", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2019", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1052 - Disclosure - Share-based Compensation - Stock Option Activity (Detail)", "role": "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail", "shortName": "Share-based Compensation - Stock Option Activity (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "INF", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "reportCount": 1, "unitRef": "Unit_pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1053 - Disclosure - Share-based Compensation - Valuation Assumptions for Stock Options Granted (Detail)", "role": "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail", "shortName": "Share-based Compensation - Valuation Assumptions for Stock Options Granted (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "td", "tr", "table", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020_EmployeeStockOptionMemberusgaapAwardTypeAxis", "decimals": "3", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:NonvestedRestrictedStockSharesActivityTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2019_RestrictedStockUnitsRSUMemberusgaapAwardTypeAxis_TwoThousandFifteenStockOptionAndIncentivePlanAndTwoThousandSeventeenInducementEquityPlanMemberusgaapPlanNameAxis", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1054 - Disclosure - Share-based Compensation - Summary of RSU Activity Granted to Employees with Service-Based Vesting (Detail)", "role": "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail", "shortName": "Share-based Compensation - Summary of RSU Activity Granted to Employees with Service-Based Vesting (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:NonvestedRestrictedStockSharesActivityTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020_RestrictedStockUnitsRSUMemberusgaapAwardTypeAxis_TwoThousandFifteenStockOptionAndIncentivePlanAndTwoThousandSeventeenInducementEquityPlanMemberusgaapPlanNameAxis", "decimals": "INF", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice", "reportCount": 1, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1055 - Disclosure - Share-based Compensation - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail)", "role": "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail", "shortName": "Share-based Compensation - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020_ShareBasedCompensationAwardTrancheOneMemberusgaapVestingAxis_TwoThouasndTwentyMarketConditionRsuAwardsMemberusgaapAwardTypeAxis", "decimals": "2", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfShareBasedCompensationActivityTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2019_MarketConditionAwardsGrantedToEmployeesMemberusgaapAwardTypeAxis_TwoThousandFifteenStockOptionAndIncentivePlanMemberusgaapPlanNameAxis", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1056 - Disclosure - Share-based Compensation - Summary of Activity of Market-Condition Awards (Detail)", "role": "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "shortName": "Share-based Compensation - Summary of Activity of Market-Condition Awards (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfShareBasedCompensationActivityTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2019_MarketConditionAwardsGrantedToEmployeesMemberusgaapAwardTypeAxis_TwoThousandFifteenStockOptionAndIncentivePlanMemberusgaapPlanNameAxis", "decimals": "0", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gbt:ScheduleOfShareBasedPaymentAwardValuationAssumptionsTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020_MarketConditionAwardsGrantedToEmployeesMemberusgaapAwardTypeAxis", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:SharePrice", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1057 - Disclosure - Share-based Compensation - Valuation Assumptions of Market-Condition Awards (Detail)", "role": "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail", "shortName": "Share-based Compensation - Valuation Assumptions of Market-Condition Awards (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gbt:ScheduleOfShareBasedPaymentAwardValuationAssumptionsTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020_MarketConditionAwardsGrantedToEmployeesMemberusgaapAwardTypeAxis", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:SharePrice", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "reportCount": 1, "unitRef": "Unit_pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1058 - Disclosure - Share-based Compensation - Fair Value Assumptions for Employee Stock Purchase Plan (Detail)", "role": "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "shortName": "Share-based Compensation - Fair Value Assumptions for Employee Stock Purchase Plan (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "td", "tr", "table", "us-gaap:ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020_EmployeeStockPurchasePlanMemberusgaapAwardTypeAxis", "decimals": "3", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1059 - Disclosure - Share-based Compensation - Stock-based Compensation Expense Recognized (Detail)", "role": "http://www.gbt.com/role/ShareBasedCompensationStockBasedCompensationExpenseRecognizedDetail", "shortName": "Share-based Compensation - Stock-based Compensation Expense Recognized (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1006 - Statement - Consolidated Statements of Cash Flows", "role": "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows", "shortName": "Consolidated Statements of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "-3", "lang": null, "name": "us-gaap:DepreciationDepletionAndAmortization", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1060 - Disclosure - Stock-based Compensation - Unrecognized Stock-based Compensation Cost (Detail)", "role": "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail", "shortName": "Stock-based Compensation - Unrecognized Stock-based Compensation Cost (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020_EmployeeStockOptionMemberusgaapAwardTypeAxis", "decimals": "-3", "lang": null, "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "div", "div", "us-gaap:CompensationAndEmployeeBenefitPlansTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:DefinedContributionPlanEmployerDiscretionaryContributionAmount", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1061 - Disclosure - Defined Contribution Plan - Additional Information (Detail)", "role": "http://www.gbt.com/role/DefinedContributionPlanAdditionalInformationDetail", "shortName": "Defined Contribution Plan - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "us-gaap:CompensationAndEmployeeBenefitPlansTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "-5", "first": true, "lang": null, "name": "us-gaap:DefinedContributionPlanEmployerDiscretionaryContributionAmount", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "us-gaap:IncomeTaxExpenseBenefit", "us-gaap:IncomeTaxExpenseBenefit", "div", "div", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:IncomeTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1062 - Disclosure - Income Taxes - Additional Information (Detail)", "role": "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail", "shortName": "Income Taxes - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "us-gaap:IncomeTaxExpenseBenefit", "us-gaap:IncomeTaxExpenseBenefit", "div", "div", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:IncomeTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1063 - Disclosure - Income Taxes - Components of Loss Before Income Taxes (Detail)", "role": "http://www.gbt.com/role/IncomeTaxesComponentsOfLossBeforeIncomeTaxesDetail", "shortName": "Income Taxes - Components of Loss Before Income Taxes (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "3", "first": true, "lang": null, "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1064 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Detail)", "role": "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail", "shortName": "Income Taxes - Effective Income Tax Rate Reconciliation (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "3", "first": true, "lang": null, "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1065 - Disclosure - Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail)", "role": "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail", "shortName": "Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:SummaryOfIncomeTaxContingenciesTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2019", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1066 - Disclosure - Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail)", "role": "http://www.gbt.com/role/IncomeTaxesReconciliationOfUnrecognizedTaxBenefitsDetail", "shortName": "Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:SummaryOfIncomeTaxContingenciesTextBlock", "ix:continuation", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "PAsOn12_31_2018", "decimals": "-3", "lang": null, "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "us-gaap:EarningsPerShareTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1067 - Disclosure - Net Loss per Share - Potentially Dilutive Securities that were Not Included in Diluted Net Loss per Share Calculations (Detail)", "role": "http://www.gbt.com/role/NetLossPerSharePotentiallyDilutiveSecuritiesThatWereNotIncludedInDilutedNetLossPerShareCalculationsDetail", "shortName": "Net Loss per Share - Potentially Dilutive Securities that were Not Included in Diluted Net Loss per Share Calculations (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "us-gaap:EarningsPerShareTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:QuarterlyFinancialInformationTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P10_01_2020To12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1068 - Disclosure - Selected Quarterly Financial Information (Unaudited) - Selected Consolidated Quarterly Financial Information (Unaudited) (Detail)", "role": "http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnauditedSelectedConsolidatedQuarterlyFinancialInformationUnauditedDetail", "shortName": "Selected Quarterly Financial Information (Unaudited) - Selected Consolidated Quarterly Financial Information (Unaudited) (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:QuarterlyFinancialInformationTextBlock", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P10_01_2020To12_31_2020", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1007 - Disclosure - Organization and Basis of Presentation", "role": "http://www.gbt.com/role/OrganizationAndBasisOfPresentation", "shortName": "Organization and Basis of Presentation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1008 - Disclosure - Summary of Significant Accounting Policies", "role": "http://www.gbt.com/role/SummaryOfSignificantAccountingPolicies", "shortName": "Summary of Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1009 - Disclosure - Fair Value Measurements", "role": "http://www.gbt.com/role/FairValueMeasurements", "shortName": "Fair Value Measurements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d63231d10k.htm", "contextRef": "P01_01_2020To12_31_2020", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 67, "tag": { "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r535", "r536", "r537" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY 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.", "label": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "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 YYYY-MM-DD.", "label": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r538" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "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'.", "label": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r539" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r539" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r539" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-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.", "label": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r540" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r539" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r539" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r539" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r539" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r535", "r536", "r537" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r533" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r534" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.gbt.com/role/CoverPage" ], "xbrltype": "tradingSymbolItemType" }, "gbt_AccretionOfPaydownFee": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accretion Of Paydown Fee.", "label": "Accretion Of Paydown Fee", "terseLabel": "Accretion of Paydown Fee" } } }, "localname": "AccretionOfPaydownFee", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail" ], "xbrltype": "monetaryItemType" }, "gbt_AccrualsOfResearchAndDevelopmentAndManufacturingCosts": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Accruals of research and development and manufacturing costs.", "label": "Accruals of Research and Development and Manufacturing Costs" } } }, "localname": "AccrualsOfResearchAndDevelopmentAndManufacturingCosts", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "gbt_AccruedIssuanceCostsIncurredDuringNonCashOrPartialNonCashTransaction": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of accrued issuance costs that were incurred during a noncash or partial noncash transaction.", "label": "Accrued Issuance Costs Incurred During Non Cash Or Partial Non Cash Transaction", "verboseLabel": "Accrued issuance costs" } } }, "localname": "AccruedIssuanceCostsIncurredDuringNonCashOrPartialNonCashTransaction", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gbt_AccruedManufacturingExpensesCurrent": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail": { "order": 2.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accrued manufacturing expenses current.", "label": "Accrued Manufacturing Expenses Current", "terseLabel": "Accrued manufacturing costs" } } }, "localname": "AccruedManufacturingExpensesCurrent", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "gbt_AccruedPurchasesOfPropertyAndEquipment": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Accrued purchases of property and equipment.", "label": "Accrued Purchases Of Property And Equipment", "terseLabel": "Accrued purchase of property and equipment" } } }, "localname": "AccruedPurchasesOfPropertyAndEquipment", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gbt_AccruedResearchAndDevelopmentCostsCurrent": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail": { "order": 5.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accrued research and development costs current.", "label": "Accrued Research And Development Costs Current", "terseLabel": "Accrued research and development costs" } } }, "localname": "AccruedResearchAndDevelopmentCostsCurrent", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "gbt_AccuredSalesDeductionsCurrent": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail": { "order": 3.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accured sales deductions current.", "label": "Accured Sales Deductions Current", "terseLabel": "Accrued sales deductions" } } }, "localname": "AccuredSalesDeductionsCurrent", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "gbt_AdjustmentToRouAssetsAsAResultOfTheLeaseModification": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustment to ROU assets as a result of the lease modification for the Existing Premises.", "label": "Adjustment To ROU Assets As A Result Of The Lease Modification", "terseLabel": "Adjustment to ROU assets as a result of the lease modification for the Prior Premises" } } }, "localname": "AdjustmentToRouAssetsAsAResultOfTheLeaseModification", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail" ], "xbrltype": "monetaryItemType" }, "gbt_AvailableForSaleSecuritiesByBalanceSheetLocationClassificationTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Available for sale securities by balance sheet location classification.", "label": "Available For Sale Securities By Balance Sheet Location Classification [Table Text Block]", "terseLabel": "Summary of Classification of Available-for-Sale Securities on Consolidated Balance Sheets" } } }, "localname": "AvailableForSaleSecuritiesByBalanceSheetLocationClassificationTableTextBlock", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesTables" ], "xbrltype": "textBlockItemType" }, "gbt_BalanceSheetComponentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Balance Sheet Components [Abstract]", "label": "Balance Sheet Components [Abstract]" } } }, "localname": "BalanceSheetComponentsAbstract", "nsuri": "http://www.gbt.com/20201231", "xbrltype": "stringItemType" }, "gbt_CommitmentAndContingenciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commitment And Contingencies [Line Items]", "label": "Commitment And Contingencies [Line Items]", "terseLabel": "Commitment And Contingencies [Line Items]" } } }, "localname": "CommitmentAndContingenciesLineItems", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail" ], "xbrltype": "stringItemType" }, "gbt_CommitmentsAndContingenciesDisclosureTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commitments And Contingencies Disclosure [Table]", "label": "Commitments And Contingencies Disclosure [Table]", "terseLabel": "Commitments And Contingencies Disclosure [Table]" } } }, "localname": "CommitmentsAndContingenciesDisclosureTable", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail" ], "xbrltype": "stringItemType" }, "gbt_ConcentrationOfRiskPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Concentration of risk policy text block.", "label": "Concentration of Risk [Policy Text Block]", "verboseLabel": "Concentration of Risk" } } }, "localname": "ConcentrationOfRiskPolicyTextBlock", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "gbt_ContingentPaymentMilestoneAdditionalObligations": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contingent payment milestone additional obligations.", "label": "Contingent Payment Milestone Additional Obligations" } } }, "localname": "ContingentPaymentMilestoneAdditionalObligations", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "gbt_ContingentPaymentMilestonePaymentsObligations": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contingent payment milestone payments obligations.", "label": "Contingent Payment Milestone Payments Obligations", "terseLabel": "Contingent payment obligations" } } }, "localname": "ContingentPaymentMilestonePaymentsObligations", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "gbt_DebtInstrumentAdditionalInterestRateOnDebtDefault": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument Additional Interest Rate On Debt Default", "label": "Debt Instrument Additional Interest Rate On Debt Default", "terseLabel": "Debt Instrument Additional Interest Rate On Debt Default" } } }, "localname": "DebtInstrumentAdditionalInterestRateOnDebtDefault", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "gbt_DebtInstrumentAdditionalPaydownFeePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt instrument additional paydown fee percentage.", "label": "Debt Instrument Additional Paydown Fee Percentage", "terseLabel": "Debt additional paydown fee" } } }, "localname": "DebtInstrumentAdditionalPaydownFeePercentage", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "gbt_DebtInstrumentPeriodicPaymentOfInterest": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt instrument periodic payment of interest.", "label": "Debt Instrument Periodic Payment Of Interest" } } }, "localname": "DebtInstrumentPeriodicPaymentOfInterest", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "gbt_DebtInstrumentPeriodicPaymentOfInterestTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt instrument periodic payment of interest term.", "label": "Debt Instrument Periodic Payment Of Interest Term" } } }, "localname": "DebtInstrumentPeriodicPaymentOfInterestTerm", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "gbt_DebtInstrumentPrepaymentFeePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt instrument prepayment fee percentage.", "label": "Debt Instrument Prepayment Fee Percentage", "terseLabel": "Debt prepayment fee" } } }, "localname": "DebtInstrumentPrepaymentFeePercentage", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "gbt_DebtPaydownFee": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Debt Paydown Fee.", "label": "Debt Paydown Fee", "terseLabel": "Less amount representing Paydown Fee" } } }, "localname": "DebtPaydownFee", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail" ], "xbrltype": "monetaryItemType" }, "gbt_DeferredTaxAssetsValuationAllowancePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The percentage of valuation allowance charged on deferred tax assets.", "label": "Deferred Tax Assets Valuation Allowance Percentage", "verboseLabel": "valuation allowance charged on deferred tax assets" } } }, "localname": "DeferredTaxAssetsValuationAllowancePercentage", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "gbt_Deferredtaxassetsoperatingleaserightofuseasset": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred tax liabilities, operating lease right of use asset.", "label": "DeferredTaxAssetsOperatingLeaseRightOfUseAsset", "terseLabel": "Operating lease \u2013 ROU asset" } } }, "localname": "Deferredtaxassetsoperatingleaserightofuseasset", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "gbt_DevelpmentAndRegulatoryMilestonesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Develpment And Regulatory Milestones [Member]", "terseLabel": "Develpment And Regulatory Milestones [Member]" } } }, "localname": "DevelpmentAndRegulatoryMilestonesMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_EffectiveIncomeTaxRateReconciliationLiquidationOfForeignEntities": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail": { "order": 9.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation Liquidation Of Foreign Entities", "label": "Effective Income Tax Rate Reconciliation Liquidation Of Foreign Entities", "terseLabel": "Liquidation of foreign entities" } } }, "localname": "EffectiveIncomeTaxRateReconciliationLiquidationOfForeignEntities", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail" ], "xbrltype": "percentItemType" }, "gbt_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseChangesInFairValuePercent": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail": { "order": 7.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Changes In Fair Value, Percent", "label": "Effective Income Tax Rate Reconciliation Nondeductible Expense Changes In Fair Value Percent", "verboseLabel": "Stock based compensation/Non-deductible changes in fair value" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseChangesInFairValuePercent", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail" ], "xbrltype": "percentItemType" }, "gbt_EmployeeStockOptionsAuthorizedAvailableForFutureGrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Employee stock options authorized available for future grants.", "label": "Employee Stock Options Authorized Availablefor Future Grants [Member]", "terseLabel": "Shares Available for Future Grant Under the 2015 Plan and 2017 Inducement Equity Plan [Member]" } } }, "localname": "EmployeeStockOptionsAuthorizedAvailableForFutureGrantsMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/StockholdersEquityScheduleOfCommonStockReservedForIssuanceOnConvertedBasisDetail" ], "xbrltype": "domainItemType" }, "gbt_EmployeeStockPurchasePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Employee stock purchase plan.", "label": "Employee Stock Purchase Plan [Member]", "terseLabel": "ESPP [Member]" } } }, "localname": "EmployeeStockPurchasePlanMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationTables", "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail", "http://www.gbt.com/role/StockholdersEquityScheduleOfCommonStockReservedForIssuanceOnConvertedBasisDetail" ], "xbrltype": "domainItemType" }, "gbt_FundsForPreclinicalResearchPayable": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Funds For Preclinical Research Payable.", "label": "Funds For Preclinical Research Payable", "terseLabel": "Preclinical research payable" } } }, "localname": "FundsForPreclinicalResearchPayable", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "gbt_GainLossOnModificationOfLease": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 21.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 9.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Gain loss on modification of lease.", "label": "Gain Loss On Modification Of Lease", "negatedLabel": "Gain on lease modification", "negatedTerseLabel": "Gain on lease modification", "terseLabel": "Gain loss on modification of lease" } } }, "localname": "GainLossOnModificationOfLease", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows", "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "gbt_IncomeTaxesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Income Taxes [Line Items]", "label": "Income Taxes [Line Items]", "terseLabel": "Income Taxes [Line Items]" } } }, "localname": "IncomeTaxesLineItems", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "gbt_IncomeTaxesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Income Taxes [Table]", "label": "Income Taxes [Table]", "terseLabel": "Income Taxes [Table]" } } }, "localname": "IncomeTaxesTable", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "gbt_IncreaseDecreaseInOperatingLeaseLiabilities": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "definitionGuidance": "Operating lease liabilities", "documentation": "Amount of increase (decrease) of\u00a0operating lease liabilities during period.", "label": "Increase Decrease In Operating Lease Liabilities" } } }, "localname": "IncreaseDecreaseInOperatingLeaseLiabilities", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gbt_LeaseholdImprovementPaidForByLandlord": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Leasehold improvements paid for by landlord.", "label": "Leasehold Improvement Paid For By Landlord", "terseLabel": "Leasehold improvements paid for by landlord" } } }, "localname": "LeaseholdImprovementPaidForByLandlord", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gbt_LesseeLeasingArrangementsOperatingLeasesFacilitySize": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lessee Leasing Arrangements, Operating Leases, Facility Size", "label": "Lessee Leasing Arrangements Operating Leases Facility Size", "terseLabel": "Facility size" } } }, "localname": "LesseeLeasingArrangementsOperatingLeasesFacilitySize", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "areaItemType" }, "gbt_LineOfCreditAdditionalBorrowingCapacity": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Line of credit additional borrowing capacity.", "label": "Line Of Credit Additional Borrowing Capacity", "terseLabel": "Debt additional borrowing capacity" } } }, "localname": "LineOfCreditAdditionalBorrowingCapacity", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "gbt_LongTermDebtDiscountOnNotesPayable": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Long Term Debt Discount On Notes Payable.", "label": "Long Term Debt Discount On Notes Payable", "terseLabel": "Discount on notes payable" } } }, "localname": "LongTermDebtDiscountOnNotesPayable", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail" ], "xbrltype": "monetaryItemType" }, "gbt_LongTermDebtMaturitiesRepaymentsOfPrincipalAndInterestInNextTwelveMonths": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail": { "order": 1.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long term debt maturities repayments of principal and interest In next twelve months.", "label": "Long Term Debt Maturities Repayments Of Principal And Interest In Next Twelve Months", "terseLabel": "2021" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalAndInterestInNextTwelveMonths", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail" ], "xbrltype": "monetaryItemType" }, "gbt_LongTermDebtMaturitiesRepaymentsOfPrincipalAndInterestInYearFive": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail": { "order": 5.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long Term Debt Maturities Repayments Of Principal And Interest In Year Five", "label": "Long Term Debt Maturities Repayments Of Principal And Interest In Year Five", "terseLabel": "2025" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalAndInterestInYearFive", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail" ], "xbrltype": "monetaryItemType" }, "gbt_LongTermDebtMaturitiesRepaymentsOfPrincipalAndInterestInYearFour": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail": { "order": 4.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long Term Debt Maturities Repayments Of Principal And Interest In Year Four", "label": "Long Term Debt Maturities Repayments Of Principal And Interest In Year Four", "terseLabel": "2024" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalAndInterestInYearFour", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail" ], "xbrltype": "monetaryItemType" }, "gbt_LongTermDebtMaturitiesRepaymentsOfPrincipalAndInterestInYearThree": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail": { "order": 3.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long Term Debt Maturities Repayments Of Principal And Interest In Year Three", "label": "Long Term Debt Maturities Repayments Of Principal And Interest In Year Three", "terseLabel": "2023" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalAndInterestInYearThree", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail" ], "xbrltype": "monetaryItemType" }, "gbt_LongTermDebtMaturitiesRepaymentsOfPrincipalAndInterestInYearTwo": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail": { "order": 2.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long Term Debt Maturities Repayments Of Principal And Interest In Year Two.", "label": "Long Term Debt Maturities Repayments Of Principal And Interest In Year Two", "terseLabel": "2022" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalAndInterestInYearTwo", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail" ], "xbrltype": "monetaryItemType" }, "gbt_MarketConditionAwardsGrantedToEmployeesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Market condition awards granted to employees.", "label": "Market Condition Awards Granted To Employees [Member]", "terseLabel": "Market Condition Awards Granted to Employees [Member]" } } }, "localname": "MarketConditionAwardsGrantedToEmployeesMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationTables", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail" ], "xbrltype": "domainItemType" }, "gbt_MarketConditionRestrictedStockUnitsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Market condition restricted stock units.", "label": "Market Condition Restricted Stock Units [Member]", "terseLabel": "Market-Condition RSU [Member]" } } }, "localname": "MarketConditionRestrictedStockUnitsMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail" ], "xbrltype": "domainItemType" }, "gbt_MilestonePaymentTypeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Milestone Payment Type [Axis]" } } }, "localname": "MilestonePaymentTypeAxis", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "gbt_MilestonePaymentTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Milestone Payment Type [Domain]" } } }, "localname": "MilestonePaymentTypeDomain", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_NetSalesAchievementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Sales Achievement [Member]", "terseLabel": "Net Sales Achievement [Member]" } } }, "localname": "NetSalesAchievementMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_OperatingLeaseLeaseExpirationPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Operating lease lease expiration period.", "label": "Operating Lease Lease Expiration Period", "terseLabel": "Operating lease term" } } }, "localname": "OperatingLeaseLeaseExpirationPeriod", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "gbt_OperatingLeaseLiabilitiesArisingFromObtainingRouAssests": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating Lease Liabilities arising from Obtaining ROU Assests.", "label": "Operating Lease Liabilities arising from Obtaining ROU Assests", "terseLabel": "Operating lease liabilities arising from obtaining ROU assets" } } }, "localname": "OperatingLeaseLiabilitiesArisingFromObtainingRouAssests", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail" ], "xbrltype": "monetaryItemType" }, "gbt_OperatingLeaseRightOfUseAssetAmortization": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "definitionGuidance": "Amortization of operating lease right-of-use assets", "documentation": "Amount of amortization expense attributable to right-of-use asset from operating lease.", "label": "Operating Lease Right Of Use Asset Amortization" } } }, "localname": "OperatingLeaseRightOfUseAssetAmortization", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gbt_OperatingLeasesFutureMinimumPaymentsDueInTenYears": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating leases future minimum payments due in ten years.", "label": "Operating Leases Future Minimum Payments Due In Ten Years", "terseLabel": "Future minimum rental payments under the Lease term" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInTenYears", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "gbt_OperatingLossCarryForwardExpirationYear": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Operating loss carry forward expiration year.", "label": "Operating Loss Carry Forward Expiration Year", "terseLabel": "Operating loss carry forward, expiration year" } } }, "localname": "OperatingLossCarryForwardExpirationYear", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "gYearItemType" }, "gbt_OperatingLossCarryforwardExpirationYear2037Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Operating Loss Carryforward Expiration Year, 2037", "label": "Operating Loss Carryforward Expiration Year 2037 [Member]", "verboseLabel": "Tax period 2037 [Member]" } } }, "localname": "OperatingLossCarryforwardExpirationYear2037Member", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_OperatingLossCarryforwardExpirationYear2040Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Loss Carryforward Expiration Year 2040 [Member]" } } }, "localname": "OperatingLossCarryforwardExpirationYear2040Member", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_OperatingLossCarryforwardWithIndefiniteExpiryPeriodMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Operating Loss Carryforward With Indefinite Expiry Period.", "label": "Operating Loss Carryforward With Indefinite Expiry Period [Member]" } } }, "localname": "OperatingLossCarryforwardWithIndefiniteExpiryPeriodMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_OperatingLossExpiryPeriodAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Operating Loss Expiry Period.", "label": "Operating Loss Expiry Period [Axis]" } } }, "localname": "OperatingLossExpiryPeriodAxis", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "gbt_OperatingLossExpiryPeriodDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Operating Loss Expiry Period.", "label": "Operating Loss Expiry Period [Domain]" } } }, "localname": "OperatingLossExpiryPeriodDomain", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_OptionToExtendOperatingLeaseTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Option To Extend Operating Lease Term", "label": "Option To Extend Operating Lease Term", "terseLabel": "Operating lease term, optional extension" } } }, "localname": "OptionToExtendOperatingLeaseTerm", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "gbt_OtherNonoperatingExpensesNet": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 12.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Other nonoperating expenses net.", "label": "Other Nonoperating Expenses Net", "negatedLabel": "Other expenses, net" } } }, "localname": "OtherNonoperatingExpensesNet", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "gbt_PayablesForExerciseOfOptions": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payables For Exercise Of Options.", "label": "Payables For Exercise Of Options", "terseLabel": "Payable for exercise of options" } } }, "localname": "PayablesForExerciseOfOptions", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "gbt_PaymentsOfOtherDebtIssuanceCosts": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payments of other debt issuance costs.", "label": "Payments Of Other Debt Issuance Costs", "terseLabel": "Other debt issuance cost paid" } } }, "localname": "PaymentsOfOtherDebtIssuanceCosts", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "gbt_ProceedsFromExerciseOfStockOptionsAndESPP": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 29.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds from exercise of stock options and ESPP.", "label": "Proceeds from exercise of stock options and ESPP", "terseLabel": "Proceeds from issuance of common stock in settlement of employee stock purchase plan and exercise of stock options" } } }, "localname": "ProceedsFromExerciseOfStockOptionsAndESPP", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gbt_RepaymentOfResearchAndDevelopmentCost": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Repayment of Research and Development Cost", "label": "Repayment of Research and Development Cost" } } }, "localname": "RepaymentOfResearchAndDevelopmentCost", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "gbt_ResearchAndDevelopmentMilestonesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Research And Development Milestones.", "label": "Research And Development Milestones [Member]", "terseLabel": "Research And Development Milestones [Member]" } } }, "localname": "ResearchAndDevelopmentMilestonesMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_RestrictedStockUnitMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Restricted stock unit.", "label": "Restricted Stock Unit [Member]", "terseLabel": "Restricted Stock Units [Member]" } } }, "localname": "RestrictedStockUnitMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationTables" ], "xbrltype": "domainItemType" }, "gbt_RightOfUseAssetsObtainedForNewOperatingLeaseLiabilities": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Adjustment to ROU assets as a result of the lease modification for the Existing Premises.", "label": "Right Of Use Assets Obtained For New Operating Lease Liabilities", "terseLabel": "ROU assets obtained for new operating lease liabilities" } } }, "localname": "RightOfUseAssetsObtainedForNewOperatingLeaseLiabilities", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail" ], "xbrltype": "monetaryItemType" }, "gbt_RocheMemberMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "RocheMember", "label": "F. Hoffmann-La Roche Ltd. And Hoffmann-La Roche Inc. [Member]" } } }, "localname": "RocheMemberMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_ScheduleOfCommonStockReservedForFutureIssuanceTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the entity's common stock reserved for future issuance", "label": "Schedule of Common Stock Reserved For Future Issuance [Table Text Block]", "verboseLabel": "Schedule of Common Stock Reserved For Future Issuance" } } }, "localname": "ScheduleOfCommonStockReservedForFutureIssuanceTableTextBlock", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "gbt_ScheduleOfShareBasedPaymentAwardValuationAssumptionsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule Of Share Based Payment Award Valuation Assumptions Table [Text Block]", "label": "Schedule Of Share Based Payment Award Valuation Assumptions [Table Text Block]", "terseLabel": "Valuation Assumptions of Market-Condition Awards" } } }, "localname": "ScheduleOfShareBasedPaymentAwardValuationAssumptionsTableTextBlock", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "gbt_ScheduleOfSupplementalCashFlowInformationRelatedToLeasesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of supplemental cash flow information related to leases.", "label": "Schedule Of Supplemental Cash Flow Information Related To Leases [Table Text Block]", "terseLabel": "Summary of supplemental information related to leases" } } }, "localname": "ScheduleOfSupplementalCashFlowInformationRelatedToLeasesTableTextBlock", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesTables" ], "xbrltype": "textBlockItemType" }, "gbt_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptioneeOwningMoreThanTenPercentOfVotingRightsPurchasePriceOfCommonStockPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-Based Payment Award, Optionee Owning More Than Ten Percent Of Voting Rights, Purchase Price Of Common Stock, Percent", "label": "Share Based Compensation Arrangement By Share Based Payment Award Optionee Owning More Than Ten Percent Of Voting Rights Purchase Price Of Common Stock Percent", "terseLabel": "Exercise price as a percentage of the fair market value for option holding more than 10% total combined voting power" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptioneeOwningMoreThanTenPercentOfVotingRightsPurchasePriceOfCommonStockPercent", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "gbt_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceAndAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options Outstanding, Weighted Average Exercise Price, and Additional Disclosures [Abstract]", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options Outstanding, Weighted Average Exercise Price, and Additional Disclosures [Abstract]" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceAndAdditionalDisclosuresAbstract", "nsuri": "http://www.gbt.com/20201231", "xbrltype": "stringItemType" }, "gbt_SharebasedcompensationarrangementbysharebasedpaymentawardoptionsoutstandingweightedaverageexercisepriceandadditionaldisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceAndAdditionalDisclosures [Abstract]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Options Outstanding, Weighted Average Exercise Price, and Additional Disclosures [Abstract]" } } }, "localname": "SharebasedcompensationarrangementbysharebasedpaymentawardoptionsoutstandingweightedaverageexercisepriceandadditionaldisclosuresAbstract", "nsuri": "http://www.gbt.com/20201231", "xbrltype": "stringItemType" }, "gbt_SharesIssuedToUnderwritersDueToExeciseTheirOverAllotmentOption": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Shares Issued to Underwriters due to execise their Over Allotment Option.", "label": "Shares Issued to Underwriters due to execise their Over Allotment Option", "verboseLabel": "Shares Issued to Underwriters due to execise their Over Allotment Option" } } }, "localname": "SharesIssuedToUnderwritersDueToExeciseTheirOverAllotmentOption", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "gbt_SubstitutePremisesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Substitute Premises.", "label": "Substitute Premises [Member]" } } }, "localname": "SubstitutePremisesMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_SummaryOfSignificantAccountingPoliciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Summary Of Significant Accounting Policies [Line Items]", "label": "Summary Of Significant Accounting Policies [Line Items]", "terseLabel": "Summary Of Significant Accounting Policies [Line Items]" } } }, "localname": "SummaryOfSignificantAccountingPoliciesLineItems", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "gbt_SummaryOfSignificantAccountingPoliciesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Summary Of Significant Accounting Policies [Table]", "label": "Summary Of Significant Accounting Policies [Table]", "terseLabel": "Summary Of Significant Accounting Policies [Table]" } } }, "localname": "SummaryOfSignificantAccountingPoliciesTable", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "gbt_SyrosPharmaceuticalsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Syros pharmaceuticals", "label": "Syros Pharmaceuticals [Member]" } } }, "localname": "SyrosPharmaceuticalsMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_TermLoanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term loan.", "label": "Term Loan [Member]", "terseLabel": "Term Loan" } } }, "localname": "TermLoanMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_TwoMajorCustomersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Two Major Customers [Member]", "terseLabel": "Two Major Customers [Member]" } } }, "localname": "TwoMajorCustomersMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_TwoThouasndTwentyMarketConditionRsuAwardsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two Thouasnd Twenty Market Condition RSU Awards.", "label": "Two Thouasnd Twenty Market Condition RSU Awards [Member]", "verboseLabel": "2020 Market Condition RSU Awards [Member]" } } }, "localname": "TwoThouasndTwentyMarketConditionRsuAwardsMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail" ], "xbrltype": "domainItemType" }, "gbt_TwoThousandFifteenEmployeeStockPurchaseAmendedPlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2015 Employee stock purchase amended plan.", "label": "Two Thousand Fifteen Employee Stock Purchase Amended Plan [Member]", "terseLabel": "2015 ESPAP [Member]" } } }, "localname": "TwoThousandFifteenEmployeeStockPurchaseAmendedPlanMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_TwoThousandFifteenEmployeeStockPurchasePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2015 employee stock purchase plan.", "label": "Two Thousand Fifteen Employee Stock Purchase Plan [Member]", "terseLabel": "2015 ESPP [Member]" } } }, "localname": "TwoThousandFifteenEmployeeStockPurchasePlanMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_TwoThousandFifteenInducementEquityPlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two Thousand Fifteen Inducement Equity Plan Member", "label": "Two Thousand Fifteen Inducement Equity Plan [Member]", "terseLabel": "2015 Inducement Equity Plan [Member]" } } }, "localname": "TwoThousandFifteenInducementEquityPlanMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_TwoThousandFifteenStockOptionAndIncentivePlanAndTwoThousandSeventeenInducementEquityPlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two thousand fifteen stock option and incentive plan and two thousand seventeen inducement equity plan.", "label": "Two Thousand Fifteen Stock Option And Incentive Plan And Two Thousand Seventeen Inducement Equity Plan [Member]", "terseLabel": "2017 Inducement Plan and 2015 Plan [Member]" } } }, "localname": "TwoThousandFifteenStockOptionAndIncentivePlanAndTwoThousandSeventeenInducementEquityPlanMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "domainItemType" }, "gbt_TwoThousandFifteenStockOptionAndIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2015 stock option and incentive plan.", "label": "Two Thousand Fifteen Stock Option And Incentive Plan [Member]", "terseLabel": "2015 Plan [Member]" } } }, "localname": "TwoThousandFifteenStockOptionAndIncentivePlanMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail" ], "xbrltype": "domainItemType" }, "gbt_TwoThousandSeventeenInducementEquityPlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2017 Inducement Equity Plan.", "label": "Two Thousand Seventeen Inducement Equity Plan [Member]", "terseLabel": "2017 Inducement Equity Plan [Member]" } } }, "localname": "TwoThousandSeventeenInducementEquityPlanMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_TwoThousandSeventeenMarketConditionRsuAwardsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two Thousand Seventeen Market Condition RSU Awards.", "label": "Two Thousand Seventeen Market Condition RSU Awards [Member]", "terseLabel": "2017 Market-Condition RSU Awards [Member]" } } }, "localname": "TwoThousandSeventeenMarketConditionRsuAwardsMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_TwoThousandTwelveStockOptionAndGrantPlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2012 Stock Option and Grant Plan.", "label": "Two Thousand Twelve Stock Option and Grant Plan [Member]", "terseLabel": "2012 Stock Option and Grant Plan [Member]" } } }, "localname": "TwoThousandTwelveStockOptionAndGrantPlanMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_TwoThousandTwentyMarketConditionRsuAwardsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two Thousand Twenty Market Condition RSU Awards.", "label": "Two Thousand Twenty Market Condition RSU Awards [Member]", "terseLabel": "2020 Market-Condition RSU Awards [Member]" } } }, "localname": "TwoThousandTwentyMarketConditionRsuAwardsMember", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_TypeOfDepositAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Type of Deposit [Axis]" } } }, "localname": "TypeOfDepositAxis", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "gbt_TypeOfDepositDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Type of Deposit [Domain]" } } }, "localname": "TypeOfDepositDomain", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "gbt_UnamortizedOperatingLeaseLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Unamortized operating lease liability.", "label": "Unamortized Operating Lease Liability", "terseLabel": "Unamortized operating lease liability" } } }, "localname": "UnamortizedOperatingLeaseLiability", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "gbt_UpFrontPayment": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Up front payment.", "label": "Up Front Payment", "terseLabel": "Upfront payments" } } }, "localname": "UpFrontPayment", "nsuri": "http://www.gbt.com/20201231", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "srt_CounterpartyNameAxis": { "auth_ref": [ "r62", "r115" ], "lang": { "en-us": { "role": { "label": "Counterparty Name [Axis]", "terseLabel": "Counterparty Name [Axis]" } } }, "localname": "CounterpartyNameAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "srt_MajorCustomersAxis": { "auth_ref": [ "r182", "r273", "r274", "r509" ], "lang": { "en-us": { "role": { "label": "Customer [Axis]" } } }, "localname": "MajorCustomersAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "srt_ManagementMember": { "auth_ref": [ "r183", "r432" ], "lang": { "en-us": { "role": { "label": "Management [Member]", "terseLabel": "Senior Management [Member]" } } }, "localname": "ManagementMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [ "r288", "r289", "r440", "r441", "r442", "r443", "r444", "r445", "r464", "r508", "r510" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]", "terseLabel": "Maximum [Member]", "verboseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r288", "r289", "r440", "r441", "r442", "r443", "r444", "r445", "r464", "r508", "r510" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]", "terseLabel": "Minimum [Member]", "verboseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail" ], "xbrltype": "domainItemType" }, "srt_NameOfMajorCustomerDomain": { "auth_ref": [ "r182", "r273", "r274", "r509" ], "lang": { "en-us": { "role": { "label": "Customer [Domain]" } } }, "localname": "NameOfMajorCustomerDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r279", "r288", "r289", "r440", "r441", "r442", "r443", "r444", "r445", "r464", "r508", "r510" ], "lang": { "en-us": { "role": { "label": "Range [Axis]", "terseLabel": "Range [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail", "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail", "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r279", "r288", "r289", "r440", "r441", "r442", "r443", "r444", "r445", "r464", "r508", "r510" ], "lang": { "en-us": { "role": { "label": "Range [Domain]", "terseLabel": "Range [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail", "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail", "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail" ], "xbrltype": "domainItemType" }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Counterparty Name [Domain]", "terseLabel": "Counterparty Name [Domain]" } } }, "localname": "RepurchaseAgreementCounterpartyNameDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_RestatementAxis": { "auth_ref": [ "r118", "r119", "r120", "r121", "r122", "r123", "r126", "r127", "r128", "r130", "r131", "r132", "r133", "r134", "r140", "r211", "r212", "r336", "r370", "r513", "r514", "r515", "r516", "r517", "r518", "r519", "r520", "r521", "r522" ], "lang": { "en-us": { "role": { "label": "Restatement [Axis]" } } }, "localname": "RestatementAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "srt_RestatementDomain": { "auth_ref": [ "r118", "r119", "r120", "r121", "r122", "r123", "r126", "r127", "r128", "r130", "r131", "r132", "r133", "r134", "r140", "r211", "r212", "r336", "r370", "r513", "r514", "r515", "r516", "r517", "r518", "r519", "r520", "r521", "r522" ], "lang": { "en-us": { "role": { "label": "Restatement [Domain]" } } }, "localname": "RestatementDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_TitleOfIndividualAxis": { "auth_ref": [ "r183", "r432" ], "lang": { "en-us": { "role": { "label": "Title of Individual [Axis]", "terseLabel": "Title of Individual [Axis]" } } }, "localname": "TitleOfIndividualAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualWithRelationshipToEntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Title of Individual [Domain]", "terseLabel": "Relationship to Entity [Domain]" } } }, "localname": "TitleOfIndividualWithRelationshipToEntityDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountingStandardsUpdate201602Member": { "auth_ref": [ "r416" ], "lang": { "en-us": { "role": { "documentation": "Accounting Standards Update 2016-02 Leases (Topic 842).", "label": "Accounting Standards Update 2016-02 [Member]", "terseLabel": "Accounting Standards Update 2016-02 [Member]" } } }, "localname": "AccountingStandardsUpdate201602Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r41" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 15.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "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).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Due from customers or clients for goods or services that have been delivered or sold.", "label": "Accounts Receivable [Member]" } } }, "localname": "AccountsReceivableMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_AccretionAmortizationOfDiscountsAndPremiumsInvestments": { "auth_ref": [ "r100" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The sum of the periodic adjustments of the differences between securities' face values and purchase prices that are charged against earnings. This is called accretion if the security was purchased at a discount and amortization if it was purchased at premium. As a noncash item, this element is an adjustment to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Accretion (Amortization) of Discounts and Premiums, Investments", "negatedLabel": "Amortization (accretion) of premium (discount) on marketable securities" } } }, "localname": "AccretionAmortizationOfDiscountsAndPremiumsInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r45" ], "calculation": { "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 16.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to 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. 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).", "label": "Accrued Liabilities, Current", "terseLabel": "Accrued liabilities", "totalLabel": "Total accrued liabilities" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail", "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedProfessionalFeesCurrent": { "auth_ref": [ "r10", "r11", "r45" ], "calculation": { "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail": { "order": 4.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Professional Fees, Current", "verboseLabel": "Accrued professional and consulting services" } } }, "localname": "AccruedProfessionalFeesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r39", "r236" ], "calculation": { "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedLabel": "Less: accumulated depreciation and amortization" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r26", "r66", "r67", "r68", "r497", "r518", "r522" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 26.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Accumulated other comprehensive income" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r65", "r68", "r69", "r118", "r119", "r121", "r385", "r513", "r514" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Member]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r24", "r336" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 25.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r118", "r119", "r121", "r333", "r334", "r335" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-In Capital [Member]" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsForNewAccountingPronouncementsAxis": { "auth_ref": [ "r122", "r123", "r124", "r125", "r207", "r208", "r209", "r210", "r211", "r212", "r329", "r330", "r331", "r332", "r333", "r334", "r335", "r336", "r367", "r368", "r369", "r370", "r467", "r468", "r469", "r511", "r512", "r513", "r514", "r515", "r516", "r517", "r518", "r519", "r520", "r521", "r522" ], "lang": { "en-us": { "role": { "documentation": "Information by amendment to accounting standards.", "label": "Adjustments for New Accounting Pronouncements [Axis]", "terseLabel": "Adjustments for New Accounting Pronouncements [Axis]" } } }, "localname": "AdjustmentsForNewAccountingPronouncementsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail", "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "auth_ref": [ "r291", "r293", "r339", "r340" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.", "label": "Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition", "terseLabel": "Stock-based compensation expense" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net loss to net cash used in operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r293", "r326", "r338" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Allocated Share-based Compensation Expense", "terseLabel": "Total stock-based compensation expense" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockBasedCompensationExpenseRecognizedDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfFinancingCostsAndDiscounts": { "auth_ref": [ "r99", "r411" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to debt discount (premium) and debt issuance costs.", "label": "Amortization of Debt Issuance Costs and Discounts", "terseLabel": "Non-cash interest expense" } } }, "localname": "AmortizationOfFinancingCostsAndDiscounts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfLeaseIncentives": { "auth_ref": [ "r413", "r414" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization of lease incentive costs incurred by the lessor for the benefit of the lessee.", "label": "Amortization of Lease Incentives", "terseLabel": "Tenant inducement" } } }, "localname": "AmortizationOfLeaseIncentives", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r137" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Antidilutive securities excluded from earnings per share" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/NetLossPerSharePotentiallyDilutiveSecuritiesThatWereNotIncludedInDilutedNetLossPerShareCalculationsDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r137" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]", "terseLabel": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/NetLossPerSharePotentiallyDilutiveSecuritiesThatWereNotIncludedInDilutedNetLossPerShareCalculationsDetail" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]", "terseLabel": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/NetLossPerSharePotentiallyDilutiveSecuritiesThatWereNotIncludedInDilutedNetLossPerShareCalculationsDetail" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r137" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]", "terseLabel": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/NetLossPerSharePotentiallyDilutiveSecuritiesThatWereNotIncludedInDilutedNetLossPerShareCalculationsDetail" ], "xbrltype": "domainItemType" }, "us-gaap_Assets": { "auth_ref": [ "r113", "r163", "r172", "r178", "r206", "r382", "r386", "r401", "r475", "r495" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "Assets" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r5", "r7", "r61", "r113", "r206", "r382", "r386", "r401" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current assets:" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AvailableForSaleSecuritiesAmortizedCost": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This item represents the cost of debt and equity securities, which are categorized neither as held-to-maturity nor trading, net of adjustments including accretion, amortization, collection of cash, previous other-than-temporary impairments recognized in earnings (less any cumulative-effect adjustments recognized, as defined), and fair value hedge accounting adjustments, if any.", "label": "Available-for-sale Securities, Amortized Cost Basis", "terseLabel": "Available for sale securities, Amortized Cost" } } }, "localname": "AvailableForSaleSecuritiesAmortizedCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesCurrent": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfClassificationOfAvailableForSaleSecuritiesOnConsolidatedBalanceSheetsDetail": { "order": 2.0, "parentTag": "us-gaap_AvailableForSaleSecuritiesDebtSecurities", "weight": 1.0 }, "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 8.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in debt and equity securities categorized neither as trading securities nor held-to-maturity securities and intended be sold or mature one year or operating cycle, if longer.", "label": "Available-for-sale Securities, Current", "terseLabel": "Short-term marketable securities" } } }, "localname": "AvailableForSaleSecuritiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfClassificationOfAvailableForSaleSecuritiesOnConsolidatedBalanceSheetsDetail", "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesDebtSecurities": { "auth_ref": [ "r191", "r193", "r218", "r479" ], "calculation": { "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfClassificationOfAvailableForSaleSecuritiesOnConsolidatedBalanceSheetsDetail": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-sale", "terseLabel": "Available for sale securities, Estimated Fair Value", "totalLabel": "Total" } } }, "localname": "AvailableForSaleSecuritiesDebtSecurities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail", "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfClassificationOfAvailableForSaleSecuritiesOnConsolidatedBalanceSheetsDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesGrossUnrealizedGains": { "auth_ref": [ "r194" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized gain before deducting unrealized loss on investments in debt and equity securities classified as available-for-sale securities.", "label": "Available-for-sale Securities, Gross Unrealized Gain", "terseLabel": "Available for sale securities, Unrealized Gains" } } }, "localname": "AvailableForSaleSecuritiesGrossUnrealizedGains", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesGrossUnrealizedLoss": { "auth_ref": [ "r195" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized loss before deducting unrealized gain on investments in available-for-sale securities.", "label": "Available-for-sale Securities, Gross Unrealized Loss", "negatedLabel": "Available for sale securities, Unrealized (Losses)" } } }, "localname": "AvailableForSaleSecuritiesGrossUnrealizedLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesNoncurrent": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfClassificationOfAvailableForSaleSecuritiesOnConsolidatedBalanceSheetsDetail": { "order": 3.0, "parentTag": "us-gaap_AvailableForSaleSecuritiesDebtSecurities", "weight": 1.0 }, "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Investments in debt and equity securities which are categorized neither as held-to-maturity nor trading and which are intended to be sold or mature more than one year from the balance sheet date or operating cycle, if longer. Such securities are reported at fair value; unrealized gains (losses) related to Available-for-sale Securities are excluded from earnings and reported in a separate component of shareholders' equity (other comprehensive income), unless the Available-for-sale security is designated as a hedge or is determined to have had an other than temporary decline in fair value below its amortized cost basis. All or a portion of the unrealized holding gain (loss) of an Available-for-sale security that is designated as being hedged in a fair value hedge is recognized in earnings during the period of the hedge, as are other than temporary declines in fair value below the cost basis for investments in equity securities and debt securities that an entity intends to sell or it is more likely than not that it will be required to sell before the recovery of its amortized cost basis. Other than temporary declines in fair value below the cost basis for debt securities categorized as Available-for-sale that an entity does not intend to sell and for which it is not more likely than not that the entity will be required to sell before the recovery of its amortized cost basis are bifurcated into credit losses and losses related to all other factors. Other than temporary declines in fair value below cost basis related to credit losses are recognized in earnings, and losses related to all other factors are recognized in other comprehensive income.", "label": "Available-for-sale Securities, Noncurrent", "terseLabel": "Long-term marketable securities" } } }, "localname": "AvailableForSaleSecuritiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfClassificationOfAvailableForSaleSecuritiesOnConsolidatedBalanceSheetsDetail", "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of available-for-sale securities which includes, but is not limited to, changes in the cost basis and fair value, fair value and gross unrealized gain (loss), fair values by type of security, contractual maturity and classification, amortized cost basis, contracts to acquire securities to be accounted for as available-for-sale, debt maturities, transfers to trading, change in net unrealized holding gain (loss) net of tax, continuous unrealized loss position fair value, aggregate losses qualitative disclosures, other than temporary impairment (OTTI) losses or other disclosures related to available for sale securities.", "label": "Available-for-sale Securities [Table Text Block]", "terseLabel": "Summary of Available-for-Sale Securities" } } }, "localname": "AvailableForSaleSecuritiesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r294", "r328" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail", "http://www.gbt.com/role/ShareBasedCompensationTables", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail", "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail", "http://www.gbt.com/role/StockholdersEquityScheduleOfCommonStockReservedForIssuanceOnConvertedBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "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).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r2", "r36", "r101" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 7.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents", "verboseLabel": "Cash, cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets", "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of cash and cash equivalent balance.", "label": "Cash and Cash Equivalents [Axis]", "terseLabel": "Cash and Cash Equivalents [Axis]" } } }, "localname": "CashAndCashEquivalentsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion 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.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Financial assets, fair value" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r14", "r102", "r109" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy": { "auth_ref": [ "r14", "r102", "r109", "r474" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Restricted Cash" } } }, "localname": "CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r95", "r101", "r107" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, 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.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Cash, cash equivalents and restricted cash at end of period", "periodStartLabel": "Cash, cash equivalents and restricted cash at beginning of period" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]", "terseLabel": "RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH TO THE CONDENSED CONSOLIDATED BALANCE SHEETS" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect": { "auth_ref": [ "r95", "r402" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; excluding effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, 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.", "label": "Net increase (decrease) in cash, cash equivalents and restricted cash", "totalLabel": "Net increase in cash, cash equivalents and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashEquivalentsAtCarryingValue": { "auth_ref": [ "r36" ], "calculation": { "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfClassificationOfAvailableForSaleSecuritiesOnConsolidatedBalanceSheetsDetail": { "order": 1.0, "parentTag": "us-gaap_AvailableForSaleSecuritiesDebtSecurities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfClassificationOfAvailableForSaleSecuritiesOnConsolidatedBalanceSheetsDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_CertificatesOfDepositMember": { "auth_ref": [ "r492" ], "lang": { "en-us": { "role": { "documentation": "Short to medium-term investment available at banks and savings and loan institutions where a customer agrees to lend money to the institution for a certain amount of time and is paid a predetermined rate of interest. Certificates of deposit (CD) are typically Federal Deposit Insurance Corporation (FDIC) insured.", "label": "Certificates of Deposit [Member]", "terseLabel": "Certificates of Deposits [Member]" } } }, "localname": "CertificatesOfDepositMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail", "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]", "terseLabel": "Class of Stock [Line Items]" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail", "http://www.gbt.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.gbt.com/role/StockholdersEquityScheduleOfCommonStockReservedForIssuanceOnConvertedBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r51", "r243", "r480", "r502" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and contingencies (Note 8)" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r240", "r241", "r242", "r244" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance": { "auth_ref": [ "r53" ], "lang": { "en-us": { "role": { "definitionGuidance": "Shares authorized for issuance | shares", "documentation": "Aggregate number of common shares reserved for future issuance.", "label": "Common Stock, Capital Shares Reserved for Future Issuance", "verboseLabel": "Shares reserved for future issuance" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/StockholdersEquityScheduleOfCommonStockReservedForIssuanceOnConvertedBasisDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r118", "r119" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock [Member]" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r22" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock, par value" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r22" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, shares authorized" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r22" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common stock, shares issued" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r22", "r255" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "terseLabel": "Common stock, shares outstanding" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r22" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 24.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Common Stock, Value, Issued", "verboseLabel": "Common stock, $0.001 par value, 150,000,000 shares authorized at December 31, 2020 and 2019, respectively; 61,898,090 and 60,644,380 shares issued and outstanding at December 31, 2020 and 2019, respectively" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationAndEmployeeBenefitPlansTextBlock": { "auth_ref": [ "r277", "r278", "r290", "r341" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Compensation and Employee Benefit Plans [Text Block]", "terseLabel": "Defined Contribution Plan" } } }, "localname": "CompensationAndEmployeeBenefitPlansTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/DefinedContributionPlan" ], "xbrltype": "textBlockItemType" }, "us-gaap_CompensationAndRetirementDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Retirement Benefits [Abstract]" } } }, "localname": "CompensationAndRetirementDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_CompensationRelatedCostsPolicyTextBlock": { "auth_ref": [ "r108", "r299" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for salaries, bonuses, incentive awards, postretirement and postemployment benefits granted to employees, including equity-based arrangements; discloses methodologies for measurement, and the bases for recognizing related assets and liabilities and recognizing and reporting compensation expense.", "label": "Compensation Related Costs, Policy [Policy Text Block]", "terseLabel": "Stock-based Compensation" } } }, "localname": "CompensationRelatedCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r71", "r73", "r74", "r79", "r483", "r504" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Comprehensive loss" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomePolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for comprehensive income.", "label": "Comprehensive Income, Policy [Policy Text Block]", "terseLabel": "Comprehensive Income (Loss)" } } }, "localname": "ComprehensiveIncomePolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ComputerEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Long lived, depreciable assets that are used in the creation, maintenance and utilization of information systems.", "label": "Computer Equipment [Member]", "terseLabel": "Computer Equipment [Member]" } } }, "localname": "ComputerEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r154", "r155", "r182", "r399", "r400" ], "lang": { "en-us": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r154", "r155", "r182", "r399", "r400", "r524" ], "lang": { "en-us": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r154", "r155", "r182", "r399", "r400", "r524" ], "lang": { "en-us": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskPercentage1": { "auth_ref": [ "r154", "r155", "r182", "r399", "r400" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Concentration Risk, Percentage", "terseLabel": "Concentration risk percentage" } } }, "localname": "ConcentrationRiskPercentage1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r154", "r155", "r182", "r399", "r400" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ConsolidationPolicyTextBlock": { "auth_ref": [ "r109", "r384" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Consolidation, Policy [Policy Text Block]", "terseLabel": "Principles of Consolidation" } } }, "localname": "ConsolidationPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConstructionInProgressMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service.", "label": "Construction in Progress [Member]", "terseLabel": "Construction-in-Progress [Member]" } } }, "localname": "ConstructionInProgressMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ContractualObligationFiscalYearMaturityScheduleAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Contractual Obligation, Fiscal Year Maturity Schedule [Abstract]" } } }, "localname": "ContractualObligationFiscalYearMaturityScheduleAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_ConversionOfStockByUniqueDescriptionAxis": { "auth_ref": [ "r104", "r105", "r106" ], "lang": { "en-us": { "role": { "documentation": "Information by description of stock conversions.", "label": "Stock Conversion Description [Axis]", "terseLabel": "Stock Conversion Description [Axis]" } } }, "localname": "ConversionOfStockByUniqueDescriptionAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ConversionOfStockNameDomain": { "auth_ref": [ "r104", "r105", "r106" ], "lang": { "en-us": { "role": { "documentation": "The unique name of a noncash or part noncash stock conversion.", "label": "Conversion of Stock, Name [Domain]", "terseLabel": "Conversion of Stock, Name [Domain]" } } }, "localname": "ConversionOfStockNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_CorporateDebtSecuritiesMember": { "auth_ref": [ "r280", "r287", "r523" ], "lang": { "en-us": { "role": { "documentation": "Debt securities issued by domestic or foreign corporate business, banks and other entities with a promise of repayment.", "label": "Corporate Debt Securities [Member]", "terseLabel": "Corporate Debt Securities [Member]" } } }, "localname": "CorporateDebtSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail", "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_CostOfGoodsAndServicesSold": { "auth_ref": [ "r82", "r465" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 7.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.", "label": "Cost of Goods and Services Sold", "verboseLabel": "Cost of sales" } } }, "localname": "CostOfGoodsAndServicesSold", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfSalesPolicyTextBlock": { "auth_ref": [ "r276" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cost of product sold and service rendered.", "label": "Cost of Goods and Service [Policy Text Block]", "terseLabel": "Cost of Sales" } } }, "localname": "CostOfSalesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CostsAndExpenses": { "auth_ref": [ "r81" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 5.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total costs of sales and operating expenses for the period.", "label": "Costs and Expenses", "totalLabel": "Total costs and operating expenses" } } }, "localname": "CostsAndExpenses", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostsAndExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Costs and Expenses [Abstract]", "terseLabel": "Costs and operating expenses:" } } }, "localname": "CostsAndExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_CustomerConcentrationRiskMember": { "auth_ref": [ "r152", "r182" ], "lang": { "en-us": { "role": { "documentation": "Reflects the percentage that revenues in the period from one or more significant customers is to net revenues, as defined by the entity, such as total net revenues, product line revenues, segment revenues. The risk is the materially adverse effects of loss of a significant customer.", "label": "Customer Concentration Risk [Member]", "terseLabel": "Customer Concentration Risk [Member]" } } }, "localname": "CustomerConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r251" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Debt Disclosure [Text Block]", "terseLabel": "Long-term Debt" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebt" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument.", "label": "Debt Instrument, Basis Spread on Variable Rate", "terseLabel": "Debt Instrument, Basis Spread on Variable Rate" } } }, "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r18", "r247", "r477", "r494" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Long-term Debt, Gross", "terseLabel": "Long-term debt, gross" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFeeAmount": { "auth_ref": [ "r48" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the fee that accompanies borrowing money under the debt instrument.", "label": "Debt Instrument, Fee Amount", "terseLabel": "Debt additional paydown fee" } } }, "localname": "DebtInstrumentFeeAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Debt Instrument, Term" } } }, "localname": "DebtInstrumentTerm", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscount": { "auth_ref": [ "r410", "r412" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of debt discount.", "label": "Debt Instrument, Unamortized Discount", "verboseLabel": "Unamortized dedt discount" } } }, "localname": "DebtInstrumentUnamortizedDiscount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet": { "auth_ref": [ "r248", "r411" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of unamortized debt discount (premium) and debt issuance costs.", "label": "Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net", "terseLabel": "Unamortized issuance costs and debt discounts" } } }, "localname": "DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtPolicyTextBlock": { "auth_ref": [ "r109", "r245" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy related to debt. Includes, but is not limited to, debt issuance costs, the effects of refinancings, method of amortizing debt issuance costs and original issue discount, and classifications of debt.", "label": "Debt, Policy [Policy Text Block]", "terseLabel": "Long-term Debt" } } }, "localname": "DebtPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r19", "r20", "r357", "r476", "r493" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedLabel": "Gross deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGoodwillAndIntangibleAssets": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from intangible assets including goodwill.", "label": "Deferred Tax Assets, Goodwill and Intangible Assets", "terseLabel": "Intangibles" } } }, "localname": "DeferredTaxAssetsGoodwillAndIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r358" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Gross deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsLiabilitiesNet": { "auth_ref": [ "r360" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.", "label": "Deferred Tax Assets, Net", "terseLabel": "Net deferred tax assets" } } }, "localname": "DeferredTaxAssetsLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r360" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "terseLabel": "Net deferred tax assets" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNetOfValuationAllowanceAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Assets, Net of Valuation Allowance [Abstract]", "terseLabel": "Deferred tax assets:" } } }, "localname": "DeferredTaxAssetsNetOfValuationAllowanceAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "auth_ref": [ "r364", "r365" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "terseLabel": "Net operating loss carryforwards" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOther": { "auth_ref": [ "r364", "r365" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail": { "order": 7.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other.", "label": "Deferred Tax Assets, Other", "terseLabel": "Other" } } }, "localname": "DeferredTaxAssetsOther", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsPropertyPlantAndEquipment": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from property, plant, and equipment.", "label": "Deferred Tax Assets, Property, Plant and Equipment", "terseLabel": "Operating lease liability" } } }, "localname": "DeferredTaxAssetsPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwards": { "auth_ref": [ "r363", "r364", "r365" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of a valuation allowances, of deferred tax assets attributable to deductible tax credit carryforwards including, but not limited to, research, foreign, general business, alternative minimum tax, and other deductible tax credit carryforwards.", "label": "Deferred Tax Assets, Tax Credit Carryforwards", "terseLabel": "Tax credits" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwards", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "auth_ref": [ "r364", "r365" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost", "terseLabel": "Stock based compensation" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccruals": { "auth_ref": [ "r364", "r365" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from reserves and accruals.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals", "terseLabel": "Accruals and reserves" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccruals", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r359" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedLabel": "Valuation allowance", "verboseLabel": "Deferred tax assets, valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail", "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesOther": { "auth_ref": [ "r364", "r365" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences classified as other.", "label": "Deferred Tax Liabilities, Other", "negatedLabel": "Other" } } }, "localname": "DeferredTaxLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesPropertyPlantAndEquipment": { "auth_ref": [ "r364", "r365" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment.", "label": "Deferred Tax Liabilities, Property, Plant and Equipment", "negatedLabel": "Property and equipment" } } }, "localname": "DeferredTaxLiabilitiesPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfDeferredTaxAssetsAndLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerDiscretionaryContributionAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of discretionary contributions made by an employer to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Discretionary Contribution Amount", "terseLabel": "Contribution expenses" } } }, "localname": "DefinedContributionPlanEmployerDiscretionaryContributionAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/DefinedContributionPlanAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r99", "r234" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Depreciation", "terseLabel": "Depreciation expense" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsAdditionalInformationDetail", "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r99", "r161" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r341" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for share-based payment arrangement.", "label": "Disclosure of Compensation Related Costs, Share-based Payments [Text Block]", "verboseLabel": "Share-based Compensation" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensation" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Disclosure of Compensation Related Costs, Share-based Payments [Abstract]" } } }, "localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock": { "auth_ref": [ "r294", "r328" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of share-based payment arrangement.", "label": "Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]", "terseLabel": "Summary of Share-based Compensation Arrangements by Share-based Payment Award" } } }, "localname": "DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureTextBlockAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Disclosure Text Block [Abstract]" } } }, "localname": "DisclosureTextBlockAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DividendsCommonStock": { "auth_ref": [ "r262", "r491" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of paid and unpaid common stock dividends declared with the form of settlement in cash, stock and payment-in-kind (PIK).", "label": "Dividends, Common Stock", "terseLabel": "Common stock dividend declared" } } }, "localname": "DividendsCommonStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DomesticCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government that is entitled to levy and collect income taxes from the entity in its country of domicile.", "label": "Domestic Tax Authority [Member]" } } }, "localname": "DomesticCountryMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasicAndDiluted": { "auth_ref": [ "r136" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Earnings Per Share, Basic and Diluted", "terseLabel": "Basic and diluted net loss per common share" } } }, "localname": "EarningsPerShareBasicAndDiluted", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss", "http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnauditedSelectedConsolidatedQuarterlyFinancialInformationUnauditedDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r109", "r137", "r138" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "terseLabel": "Net Loss per Share" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r137", "r138", "r139", "r141" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Net Loss per Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/NetLossPerShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r347" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "totalLabel": "Provision for Taxes" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r347", "r374" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail": { "order": 1.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "terseLabel": "Federal statutory income tax rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r347", "r374" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail": { "order": 3.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "terseLabel": "Change in valuation allowance" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r347", "r374" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail": { "order": 4.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile.", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent", "terseLabel": "Foreign rate differential" } } }, "localname": "EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost": { "auth_ref": [ "r347", "r374" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail": { "order": 5.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to nondeductible expense for share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Percent", "terseLabel": "Officer compensation limitation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationOtherReconcilingItemsPercent": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail": { "order": 6.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": -1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference, between reported income tax expense (benefit) and the expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations, that is attributable to tax exempt income, equity in earnings (loss) of an unconsolidated subsidiary, minority interest income (expense), tax holiday, disposition of a business, disposition of an asset, repatriation of foreign earnings, repatriation of foreign earnings jobs creation act of 2004, change in enacted tax rate, prior year income taxes, change in deferred tax asset valuation allowance, and other adjustments.", "label": "Effective Income Tax Rate Reconciliation,Other Reconciling Items, Percent", "negatedLabel": "Other" } } }, "localname": "EffectiveIncomeTaxRateReconciliationOtherReconcilingItemsPercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r347", "r374" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail": { "order": 8.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "verboseLabel": "State taxes" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxCreditsResearch": { "auth_ref": [ "r347", "r374" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail": { "order": 2.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to research tax credit.", "label": "Effective Income Tax Rate Reconciliation, Tax Credit, Research, Percent", "verboseLabel": "Federal and state tax credits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCreditsResearch", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r45" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 17.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "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).", "label": "Employee-related Liabilities, Current", "terseLabel": "Accrued compensation" } } }, "localname": "EmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]" } } }, "localname": "EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockBasedCompensationExpenseRecognizedDetail" ], "xbrltype": "stringItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r327" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized", "terseLabel": "Unrecognized compensation expense", "verboseLabel": "Total unrecognized stock-based compensation expense" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r327" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition", "terseLabel": "weighted average derived service period", "verboseLabel": "Weighted-average remaining amortization period" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions": { "auth_ref": [ "r327" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost to be recognized for nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options", "terseLabel": "Unrecognized compensation cost, restricted stock awards" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions": { "auth_ref": [ "r327" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost to be recognized for option under share-based payment arrangement.", "label": "Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options", "terseLabel": "Unrecognized compensation cost, options" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [ "r324" ], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.", "label": "Employee Stock Option [Member]", "terseLabel": "Stock Options [Member]" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/NetLossPerSharePotentiallyDilutiveSecuritiesThatWereNotIncludedInDilutedNetLossPerShareCalculationsDetail", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail", "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail", "http://www.gbt.com/role/StockholdersEquityScheduleOfCommonStockReservedForIssuanceOnConvertedBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_EquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tangible personal property used to produce goods and services.", "label": "Equipment [Member]", "terseLabel": "Laboratory Equipment [Member]" } } }, "localname": "EquipmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r118", "r119", "r121", "r123", "r131", "r134", "r145", "r210", "r255", "r262", "r333", "r334", "r335", "r369", "r370", "r403", "r404", "r405", "r406", "r407", "r408", "r513", "r514", "r515" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity", "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r389", "r390", "r391", "r396" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value Measurements, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value Measurements, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationByAssetClassDomain": { "auth_ref": [ "r394" ], "lang": { "en-us": { "role": { "documentation": "Class of asset.", "label": "Asset Class [Domain]", "terseLabel": "Asset Class [Domain]" } } }, "localname": "FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationByAssetClassDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueByAssetClassAxis": { "auth_ref": [ "r389", "r396" ], "lang": { "en-us": { "role": { "documentation": "Information by class of asset.", "label": "Asset Class [Axis]", "terseLabel": "Asset Class [Axis]" } } }, "localname": "FairValueByAssetClassAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTextBlock": { "auth_ref": [ "r389", "r398" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table Text Block]", "terseLabel": "Fair Value, Assets Measured on Recurring Basis" } } }, "localname": "FairValueByBalanceSheetGroupingTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r280", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r390", "r437", "r438", "r439" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value, Hierarchy [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r389", "r390", "r392", "r393", "r397" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r395" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurements" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r280", "r281", "r286", "r287", "r390", "r437" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level 1 [Member]" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r280", "r281", "r286", "r287", "r390", "r438" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level 2 [Member]" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Fair Value, Measurement Frequency [Domain]", "terseLabel": "Fair Value, Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.", "label": "Fair Value Measurement, Policy [Policy Text Block]", "terseLabel": "Fair Value Measurement" } } }, "localname": "FairValueMeasurementPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r280", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r437", "r438", "r439" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r395", "r397" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Measurements, Recurring [Member]", "terseLabel": "Fair Value Measurements, Recurring [Member]" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r198", "r199", "r213", "r214", "r215", "r216", "r217", "r219", "r220", "r221", "r222", "r434", "r435", "r436", "r437", "r438", "r439", "r440", "r441", "r442", "r443", "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r454", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FinancialSupportToNonconsolidatedLegalEntityAxis": { "auth_ref": [ "r381", "r525" ], "lang": { "en-us": { "role": { "documentation": "Information by financial support arrangement provided to a nonconsolidated legal entity that is required to comply with or operate in accordance with requirements that are similar to those included in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds.", "label": "Financial Support to Nonconsolidated Legal Entity [Axis]", "terseLabel": "Financial Support to Nonconsolidated Legal Entity [Axis]" } } }, "localname": "FinancialSupportToNonconsolidatedLegalEntityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FinancialSupportToNonconsolidatedLegalEntityDomain": { "auth_ref": [ "r381", "r525" ], "lang": { "en-us": { "role": { "documentation": "Financial support arrangement provided to a nonconsolidated legal entity that is required to comply with or operate in accordance with requirements that are similar to those included in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds.", "label": "Financial Support to Nonconsolidated Legal Entity [Domain]", "terseLabel": "Financial Support to Nonconsolidated Legal Entity [Domain]" } } }, "localname": "FinancialSupportToNonconsolidatedLegalEntityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r228", "r229", "r231", "r232", "r466", "r470" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r228", "r230" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) 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.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_GainLossOnSaleOfPropertyPlantEquipment": { "auth_ref": [ "r99" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 20.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property.", "label": "Gain (Loss) on Disposition of Property Plant Equipment", "negatedLabel": "Loss from disposal of fixed assets, net" } } }, "localname": "GainLossOnSaleOfPropertyPlantEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "auth_ref": [ "r109", "r233", "r239" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]", "terseLabel": "Impairment of Long-Lived Assets" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r116", "r373" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesComponentsOfLossBeforeIncomeTaxesDetail": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "terseLabel": "United States" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfLossBeforeIncomeTaxesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r77", "r163", "r171", "r174", "r177", "r179", "r471", "r481", "r486", "r506" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesComponentsOfLossBeforeIncomeTaxesDetail": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Loss before provision for income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfLossBeforeIncomeTaxesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r116", "r373" ], "calculation": { "http://www.gbt.com/role/IncomeTaxesComponentsOfLossBeforeIncomeTaxesDetail": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "terseLabel": "International" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfLossBeforeIncomeTaxesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestmentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract]", "terseLabel": "Loss before provision for income taxes:" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestmentsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesComponentsOfLossBeforeIncomeTaxesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r238" ], "lang": { "en-us": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationStockBasedCompensationExpenseRecognizedDetail" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationStockBasedCompensationExpenseRecognizedDetail" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r350" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityNameAxis": { "auth_ref": [ "r350" ], "lang": { "en-us": { "role": { "documentation": "Information by name of taxing authority.", "label": "Income Tax Authority, Name [Axis]", "terseLabel": "Income Tax Authority, Name [Axis]" } } }, "localname": "IncomeTaxAuthorityNameAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Named agency, division or body that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority, Name [Domain]", "terseLabel": "Income Tax Authority, Name [Domain]" } } }, "localname": "IncomeTaxAuthorityNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r348", "r355", "r362", "r371", "r375", "r377", "r378", "r379" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r114", "r133", "r134", "r162", "r346", "r372", "r376", "r507" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "terseLabel": "Provision for income taxes" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r75", "r109", "r344", "r345", "r355", "r356", "r361", "r366", "r529" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r347" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount", "terseLabel": "Increase in valuation allowance" } } }, "localname": "IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayableTrade": { "auth_ref": [ "r98" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Change in recurring obligations of a business that arise from the acquisition of merchandise, materials, supplies and services used in the production and sale of goods and services.", "label": "Increase (Decrease) in Accounts Payable, Trade", "terseLabel": "Accounts payable" } } }, "localname": "IncreaseDecreaseInAccountsPayableTrade", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r98" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedLabel": "Accounts receivables" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInEmployeeRelatedLiabilities": { "auth_ref": [ "r98" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits.", "label": "Increase (Decrease) in Employee Related Liabilities", "terseLabel": "Accrued compensation" } } }, "localname": "IncreaseDecreaseInEmployeeRelatedLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInInventories": { "auth_ref": [ "r98" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 18.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.", "label": "Increase (Decrease) in Inventories", "negatedLabel": "Inventories" } } }, "localname": "IncreaseDecreaseInInventories", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in operating assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherAccruedLiabilities": { "auth_ref": [ "r98" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in other expenses incurred but not yet paid.", "label": "Increase (Decrease) in Other Accrued Liabilities", "terseLabel": "Accrued liabilities" } } }, "localname": "IncreaseDecreaseInOtherAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherCurrentAssets": { "auth_ref": [ "r98" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 19.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in current assets classified as other.", "label": "Increase (Decrease) in Other Current Assets", "negatedLabel": "Other assets, current" } } }, "localname": "IncreaseDecreaseInOtherCurrentAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherCurrentLiabilities": { "auth_ref": [ "r98" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in current liabilities classified as other.", "label": "Increase (Decrease) in Other Current Liabilities", "verboseLabel": "Other liabilities, current" } } }, "localname": "IncreaseDecreaseInOtherCurrentLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherNoncurrentLiabilities": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in noncurrent operating liabilities classified as other.", "label": "Increase (Decrease) in Other Noncurrent Liabilities", "verboseLabel": "Other liabilities, noncurrent" } } }, "localname": "IncreaseDecreaseInOtherNoncurrentLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets": { "auth_ref": [ "r98" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in prepaid expenses, and assets classified as other.", "label": "Increase (Decrease) in Prepaid Expense and Other Assets", "negatedLabel": "Prepaid expenses" } } }, "localname": "IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseDebt": { "auth_ref": [ "r84", "r250" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense for debt.", "label": "Interest Expense, Debt", "negatedLabel": "Less amount representing interest" } } }, "localname": "InterestExpenseDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r94", "r96", "r103" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "terseLabel": "Cash paid for interest" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryDisclosureTextBlock": { "auth_ref": [ "r225" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for inventory. Includes, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the classes of inventory, and the nature of the cost elements included in inventory.", "label": "Inventory Disclosure [Text Block]", "terseLabel": "inventories" } } }, "localname": "InventoryDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/Inventories" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryFinishedGoods": { "auth_ref": [ "r56" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before valuation and LIFO reserves of completed merchandise or goods expected to be sold within one year or operating cycle, if longer.", "label": "Inventory, Finished Goods, Gross", "terseLabel": "Finished goods" } } }, "localname": "InventoryFinishedGoods", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/InventoriesSummaryOfCapitalizingInventoriesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryNet": { "auth_ref": [ "r3", "r59" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 10.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Inventory, Net", "terseLabel": "Inventories", "verboseLabel": "Total inventories" } } }, "localname": "InventoryNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets", "http://www.gbt.com/role/InventoriesSummaryOfCapitalizingInventoriesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryPolicyTextBlock": { "auth_ref": [ "r13", "r60", "r109", "r142", "r223", "r224", "r225" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.", "label": "Inventory, Policy [Policy Text Block]", "terseLabel": "Inventories" } } }, "localname": "InventoryPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryRawMaterials": { "auth_ref": [ "r58" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before valuation and LIFO reserves of raw materials expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Inventory, Raw Materials, Gross", "terseLabel": "Raw materials" } } }, "localname": "InventoryRawMaterials", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/InventoriesSummaryOfCapitalizingInventoriesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryRawMaterialsAndSuppliesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Inventory, Raw Materials and Supplies, Gross [Abstract]" } } }, "localname": "InventoryRawMaterialsAndSuppliesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_InventoryWorkInProcess": { "auth_ref": [ "r57" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before valuation and LIFO reserves of merchandise or goods in the production process expected to be completed within one year or operating cycle, if longer.", "label": "Inventory, Work in Process, Gross", "terseLabel": "Work-in-process" } } }, "localname": "InventoryWorkInProcess", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/InventoriesSummaryOfCapitalizingInventoriesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentPolicyTextBlock": { "auth_ref": [ "r205", "r505" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for investment in financial asset.", "label": "Investment, Policy [Policy Text Block]", "terseLabel": "Investments in Marketable Securities" } } }, "localname": "InvestmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InvestmentsDebtAndEquitySecuritiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Investments, Debt and Equity Securities [Abstract]" } } }, "localname": "InvestmentsDebtAndEquitySecuritiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_InvestmentsFairValueDisclosure": { "auth_ref": [ "r389" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method.", "label": "Investments, Fair Value Disclosure", "terseLabel": "Financial assets, fair value" } } }, "localname": "InvestmentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock": { "auth_ref": [ "r204", "r473", "r490", "r527" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for investments in certain debt and equity securities.", "label": "Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]", "terseLabel": "Available-for-Sale Securities" } } }, "localname": "InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecurities" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeaseAgreementsMember": { "auth_ref": [ "r380" ], "lang": { "en-us": { "role": { "documentation": "Contractual agreement that stipulates the lessee pay the lessor for use of an asset.", "label": "Lease Agreements [Member]", "terseLabel": "Lease Agreements [Member]" } } }, "localname": "LeaseAgreementsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_LeaseContractualTermAxis": { "auth_ref": [ "r423" ], "lang": { "en-us": { "role": { "documentation": "Information by contractual term of lease arrangement.", "label": "Lease Contractual Term [Axis]" } } }, "localname": "LeaseContractualTermAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_LeaseContractualTermDomain": { "auth_ref": [ "r423" ], "lang": { "en-us": { "role": { "documentation": "Contractual term of lease arrangement.", "label": "Lease Contractual Term [Domain]" } } }, "localname": "LeaseContractualTermDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r235" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]", "terseLabel": "Leasehold Improvements [Member]" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail", "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_LesseeLeasesPolicyTextBlock": { "auth_ref": [ "r421" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.", "label": "Lessee, Leases [Policy Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r430" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "verboseLabel": "Schedule of Lessee, Operating Lease, Liability, Maturity" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r430" ], "calculation": { "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, Payments, Due", "totalLabel": "Total lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r430" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, Payments, Due after Year Five", "terseLabel": "Thereafter" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r430" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months", "terseLabel": "2021" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r430" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, Payments, Due Year Five", "verboseLabel": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r430" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, Payments, Due Year Four", "verboseLabel": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r430" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, Payments, Due Year Three", "terseLabel": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r430" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, Payments, Due Year Two", "terseLabel": "2022" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r430" ], "calculation": { "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "negatedLabel": "Less: Imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseTermOfContract": { "auth_ref": [ "r422" ], "lang": { "en-us": { "role": { "documentation": "Term of lessee's operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Term of Contract", "terseLabel": "Initial term" } } }, "localname": "LesseeOperatingLeaseTermOfContract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r44", "r113", "r173", "r206", "r383", "r386", "r387", "r401" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 13.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r29", "r113", "r206", "r401", "r478", "r499" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total liabilities and stockholders' equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "Liabilities and Stockholders' Equity" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r46", "r113", "r206", "r383", "r386", "r387", "r401" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 14.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities:" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r42" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Debt maximum borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r18", "r249", "r477", "r496" ], "calculation": { "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt", "totalLabel": "Total minimum payments" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r49" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 21.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Excluding Current Maturities", "terseLabel": "Long-term debt", "verboseLabel": "Long term debt" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets", "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail", "http://www.gbt.com/role/LongTermDebtScheduleOfFuturePaymentsOfPrincipalAndInterestOnTheTermLoanDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtPercentageBearingVariableInterestRate": { "auth_ref": [ "r47" ], "lang": { "en-us": { "role": { "documentation": "The interest rate applicable to the portion of the carrying amount of long-term borrowings outstanding as of the balance sheet date, including current maturities, which accrues interest at a rate subject to change from time to time.", "label": "Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate", "terseLabel": "Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate" } } }, "localname": "LongTermDebtPercentageBearingVariableInterestRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r49" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r49", "r246" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_LossContingencyAccrualProvision": { "auth_ref": [ "r243" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount charged against operating income increasing loss contingency liability, after adjustments to reduce previously estimated charges.", "label": "Provisions for loss contingency" } } }, "localname": "LossContingencyAccrualProvision", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LossContingencyLossInPeriod": { "auth_ref": [ "r243" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of loss pertaining to the specified contingency that was charged against earnings in the period, including the effects of revisions in previously reported estimates.", "label": "Contingency losses" } } }, "localname": "LossContingencyLossInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_MarketableSecuritiesUnrealizedGainLoss": { "auth_ref": [ "r80" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized gain (loss) on investment in marketable security.", "label": "Marketable Securities, Unrealized Gain (Loss)", "terseLabel": "Net unrealized gain (loss) on marketable securities" } } }, "localname": "MarketableSecuritiesUnrealizedGainLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_MoneyMarketFundsMember": { "auth_ref": [ "r280" ], "lang": { "en-us": { "role": { "documentation": "Fund that invests in short-term money-market instruments, for example, but not limited to, commercial paper, banker's acceptances, repurchase agreements, government securities, certificates of deposit, and other highly liquid securities.", "label": "Money Market Funds [Member]", "terseLabel": "Money Market Funds [Member]" } } }, "localname": "MoneyMarketFundsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail", "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r95" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 27.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "CASH FLOWS FROM FINANCING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r95" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 22.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash provided by (used in) investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "CASH FLOWS FROM INVESTING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r95", "r97", "r100" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash used in operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "CASH FLOWS FROM OPERATING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r0", "r70", "r72", "r78", "r100", "r113", "r122", "r126", "r127", "r128", "r129", "r133", "r134", "r135", "r163", "r171", "r174", "r177", "r179", "r206", "r401", "r482", "r503" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net loss", "totalLabel": "Net loss" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows", "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss", "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity", "http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnauditedSelectedConsolidatedQuarterlyFinancialInformationUnauditedDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "verboseLabel": "Recent Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncashInvestingAndFinancingItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Noncash Investing and Financing Items [Abstract]", "terseLabel": "SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING INFORMATION:" } } }, "localname": "NoncashInvestingAndFinancingItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NoninterestExpense": { "auth_ref": [ "r485" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 13.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total aggregate amount of all noninterest expense.", "label": "Noninterest Expense", "negatedLabel": "Interest expense" } } }, "localname": "NoninterestExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_NoninterestIncome": { "auth_ref": [ "r484" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 11.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of noninterest income which may be derived from: (1) fees and commissions; (2) premiums earned; (3) insurance policy charges; (4) the sale or disposal of assets; and (5) other sources not otherwise specified.", "label": "Noninterest Income", "terseLabel": "Interest income" } } }, "localname": "NoninterestIncome", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_NonvestedRestrictedStockSharesActivityTableTextBlock": { "auth_ref": [ "r300" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the changes in outstanding nonvested restricted stock shares.", "label": "Nonvested Restricted Stock Shares Activity [Table Text Block]", "terseLabel": "Non-Vested Restricted Stock Activity" } } }, "localname": "NonvestedRestrictedStockSharesActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Expenses [Abstract]", "terseLabel": "Other income (expense):" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r163", "r171", "r174", "r177", "r179" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 3.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "terseLabel": "Loss from operations", "totalLabel": "Loss from operations" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss", "http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnauditedSelectedConsolidatedQuarterlyFinancialInformationUnauditedDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseCost": { "auth_ref": [ "r424", "r431" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability.", "label": "Operating Lease, Cost", "verboseLabel": "Operating Lease Cost" } } }, "localname": "OperatingLeaseCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r418" ], "calculation": { "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "definitionGuidance": "Present value of operating lease liabilities", "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating liabilities", "terseLabel": "Operating lease liabilities" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/CommitmentsAndContingenciesLesseeOperatingLeaseLiabilityMaturityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r418" ], "calculation": { "http://www.gbt.com/role/BalanceSheetComponentsOtherLiabilitiesDetail": { "order": 1.0, "parentTag": "us-gaap_OtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "terseLabel": "Operating lease liabilities, current" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsOtherLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r419" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes current operating lease liability.", "label": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]", "terseLabel": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]" } } }, "localname": "OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsOtherLiabilitiesDetail" ], "xbrltype": "extensibleListItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r418" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 19.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "definitionGuidance": "Operating lease liabilities, noncurrent", "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasePaymentsUse": { "auth_ref": [ "r420", "r426" ], "crdr": "credit", "lang": { "en-us": { "role": { "definitionGuidance": "Cash paid for amounts included in the measurement of lease liabilities", "documentation": "Amount of cash outflow from operating lease to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments, Use" } } }, "localname": "OperatingLeasePaymentsUse", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r417" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "definitionGuidance": "Operating lease right-of-use assets", "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease Right Of Use Asset", "verboseLabel": "Operating lease right of use asset" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r429", "r431" ], "lang": { "en-us": { "role": { "definitionGuidance": "Weighted-average discount rate of operating leases", "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Incremental borrowing rate" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r428", "r431" ], "lang": { "en-us": { "role": { "definitionGuidance": "Lease term", "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Weighted-average remaining lease term of operating leases (in years)" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail" ], "xbrltype": "durationItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_OperatingLeasesRentExpenseNet": { "auth_ref": [ "r415" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Rental expense for the reporting period incurred under operating leases, including minimum and any contingent rent expense, net of related sublease income.", "label": "Operating Leases, Rent Expense, Net", "terseLabel": "Rent expense" } } }, "localname": "OperatingLeasesRentExpenseNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r363" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "Operating loss carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock": { "auth_ref": [ "r1", "r388" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.", "label": "Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]", "terseLabel": "Organization and Basis of Presentation" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/OrganizationAndBasisOfPresentation" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "auth_ref": [ "r10", "r11", "r12", "r45" ], "calculation": { "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail": { "order": 1.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Accrued Liabilities, Current", "terseLabel": "Other" } } }, "localname": "OtherAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsAccruedLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r40" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "terseLabel": "Other assets, noncurrent" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossTaxAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Comprehensive Income (Loss), Tax [Abstract]", "terseLabel": "Other comprehensive loss:" } } }, "localname": "OtherComprehensiveIncomeLossTaxAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax": { "auth_ref": [ "r64", "r66" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax and before adjustment, of unrealized holding gain (loss) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale). Excludes unrealized gain (loss) on investment in debt security measured at amortized cost (held-to-maturity) from transfer to available-for-sale.", "label": "Other Comprehensive Income (Loss), Securities, Available-for-Sale, Unrealized Holding Gain (Loss) Arising During Period, after Tax", "terseLabel": "Net unrealized gain (loss) on marketable securities, net of tax" } } }, "localname": "OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherInventoryCapitalizedCosts": { "auth_ref": [ "r55" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before valuation and last-in first out (LIFO) reserves, of costs capitalized in inventory classified as other, expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Other Inventory, Capitalized Costs, Gross", "verboseLabel": "Share-based Compensation" } } }, "localname": "OtherInventoryCapitalizedCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/InventoriesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesCurrent": { "auth_ref": [ "r9", "r10", "r45" ], "calculation": { "http://www.gbt.com/role/BalanceSheetComponentsOtherLiabilitiesDetail": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 18.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Current", "terseLabel": "Other liabilities, current", "totalLabel": "Total other liabilities, current" } } }, "localname": "OtherLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsOtherLiabilitiesDetail", "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r50" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 20.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other liabilities, noncurrent" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of other liabilities.", "label": "Other Liabilities [Table Text Block]", "terseLabel": "Other Liabilities" } } }, "localname": "OtherLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r85" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 10.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "totalLabel": "Total other income (expense), net" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForProceedsFromTenantAllowance": { "auth_ref": [ "r87", "r89" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Net cash outflow or inflow from monetary allowance granted by the landlord to a tenant to entice tenant to move into landlords building which will enable the tenant to prepare the leased premises for tenants occupancy.", "label": "Payments for (Proceeds from) Tenant Allowance", "terseLabel": "Tenant inducement allowances received" } } }, "localname": "PaymentsForProceedsFromTenantAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForTenantImprovements": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for the allowance granted to lessee and/or direct costs incurred by lessor used to prepare the leased premises for tenant's occupancy.", "label": "Payments for Tenant Improvements", "terseLabel": "Repayment of tenant inducement allowance" } } }, "localname": "PaymentsForTenantImprovements", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDebtIssuanceCosts": { "auth_ref": [ "r93" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt.", "label": "Payments of Debt Issuance Costs", "terseLabel": "Debt issuance costs paid" } } }, "localname": "PaymentsOfDebtIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsRelatedToTaxWithholdingForShareBasedCompensation": { "auth_ref": [ "r92" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 30.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow to satisfy grantee's tax withholding obligation for award under share-based payment arrangement.", "label": "Payments Related to Tax Withholding for Share-based Compensation", "negatedLabel": "Taxes paid related to net share settlement of equity awards" } } }, "localname": "PaymentsRelatedToTaxWithholdingForShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireMarketableSecurities": { "auth_ref": [ "r192" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 24.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for purchase of marketable security.", "label": "Payments to Acquire Marketable Securities", "negatedLabel": "Purchases of marketable securities" } } }, "localname": "PaymentsToAcquireMarketableSecurities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r88" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 26.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Purchases of property and equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r294", "r328" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationStockBasedCompensationExpenseRecognizedDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationStockBasedCompensationExpenseRecognizedDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "domainItemType" }, "us-gaap_PostemploymentBenefitsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Postemployment Benefits [Abstract]" } } }, "localname": "PostemploymentBenefitsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r21" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred stock, par value" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r21" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock, shares authorized" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r21" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred stock, shares issued" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r21" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred stock, shares outstanding" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r21" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 23.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Preferred Stock, Value, Issued", "verboseLabel": "Preferred stock, $0.001 par value, 5,000,000 shares authorized at December 31, 2020 and 2019, respectively, and none issued and outstanding as of December 31, 2020 and 2019" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r5", "r34", "r35" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 12.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Other assets, current" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseCurrent": { "auth_ref": [ "r4", "r6", "r226", "r227" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 11.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Expense, Current", "verboseLabel": "Prepaid expenses" } } }, "localname": "PrepaidExpenseCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "auth_ref": [ "r90" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 28.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "definitionGuidance": "Proceeds from issuance of common stock, net of issuance costs", "documentation": "The cash inflow from the additional capital contribution to the entity.", "label": "Proceeds from Issuance of Common Stock", "verboseLabel": "Proceeds from Issuance of Common Stock,Net of Expenses" } } }, "localname": "ProceedsFromIssuanceOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows", "http://www.gbt.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfLongTermDebt": { "auth_ref": [ "r91" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 31.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer.", "label": "Proceeds from Issuance of Long-term Debt", "terseLabel": "Proceeds from issuance of long-term debt, net of debt issuance costs" } } }, "localname": "ProceedsFromIssuanceOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleAndMaturityOfMarketableSecurities": { "auth_ref": [], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 23.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Proceeds from Sale and Maturity of Marketable Securities", "terseLabel": "Maturities of marketable securities" } } }, "localname": "ProceedsFromSaleAndMaturityOfMarketableSecurities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfPropertyPlantAndEquipment": { "auth_ref": [ "r86" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 25.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Sale of property and equipment", "terseLabel": "Proceeds from sale of property and equipment" } } }, "localname": "ProceedsFromSaleOfPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAdditions": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of acquisition 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.", "label": "Property, Plant and Equipment, Additions", "verboseLabel": "Property palnt and equipment additions" } } }, "localname": "PropertyPlantAndEquipmentAdditions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r39", "r237" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Property, Plant and Equipment, Type [Axis]", "terseLabel": "Property, Plant and Equipment, Type [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail", "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r38", "r235" ], "calculation": { "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of 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, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Total property and equipment" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r15", "r16", "r237", "r501" ], "calculation": { "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Property and equipment, net", "totalLabel": "Property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail", "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r37", "r109", "r237", "r530", "r531" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r15", "r237" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r15", "r235" ], "lang": { "en-us": { "role": { "documentation": "Listing 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.", "label": "Property, Plant and Equipment, Type [Domain]", "terseLabel": "Property, Plant and Equipment, Type [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail", "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_QuarterlyFinancialInformationDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Quarterly Financial Information Disclosure [Abstract]" } } }, "localname": "QuarterlyFinancialInformationDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_QuarterlyFinancialInformationTextBlock": { "auth_ref": [ "r144" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for quarterly financial data. Includes, but is not limited to, tabular presentation of financial information for fiscal quarters, effect of year-end adjustments, and an explanation of matters or transactions that affect comparability of the information.", "label": "Quarterly Financial Information [Text Block]", "terseLabel": "Selected Quarterly Financial Information (Unaudited)" } } }, "localname": "QuarterlyFinancialInformationTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnaudited" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReceivablesNetCurrent": { "auth_ref": [ "r23", "r30", "r500", "r526" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 9.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Receivables, Net, Current", "terseLabel": "Accounts receivable, net" } } }, "localname": "ReceivablesNetCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r342", "r532" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 6.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Research and Development Expense", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpenseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption in which the reported facts about research and development expense have been included.", "label": "Research and Development Expense [Member]", "verboseLabel": "Research and Development Expense [Member]" } } }, "localname": "ResearchAndDevelopmentExpenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockBasedCompensationExpenseRecognizedDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ResearchAndDevelopmentExpensePolicy": { "auth_ref": [ "r109", "r342" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Research and Development Expense, Policy [Policy Text Block]", "terseLabel": "Research and Development" } } }, "localname": "ResearchAndDevelopmentExpensePolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r2", "r14", "r101", "r107" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, 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.", "label": "Restricted Cash and Cash Equivalents, Current", "totalLabel": "Total cash and cash equivalents and restricted cash" } } }, "localname": "RestrictedCashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of cash and cash equivalent. Cash is 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.", "label": "Cash and Cash Equivalents [Domain]", "terseLabel": "Cash and Cash Equivalents [Domain]" } } }, "localname": "RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsNoncurrent": { "auth_ref": [ "r8", "r17", "r101", "r107", "r528" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents restricted as to withdrawal or usage, classified as noncurrent. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, 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.", "label": "Restricted Cash and Cash Equivalents, Noncurrent", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCashAndCashEquivalentsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashCurrent": { "auth_ref": [ "r2", "r14", "r107" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.", "label": "Restricted Cash, Current", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCashCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockMember": { "auth_ref": [ "r137" ], "lang": { "en-us": { "role": { "documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met.", "label": "Restricted Stock [Member]", "terseLabel": "Restricted Stock [Member]" } } }, "localname": "RestrictedStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/NetLossPerSharePotentiallyDilutiveSecuritiesThatWereNotIncludedInDilutedNetLossPerShareCalculationsDetail" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "RSU [Member]" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/NetLossPerSharePotentiallyDilutiveSecuritiesThatWereNotIncludedInDilutedNetLossPerShareCalculationsDetail", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail", "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail", "http://www.gbt.com/role/StockholdersEquityScheduleOfCommonStockReservedForIssuanceOnConvertedBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r25", "r262", "r336", "r498", "r517", "r522" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 27.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "negatedLabel": "Cumulative net losses", "terseLabel": "Accumulated deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets", "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r118", "r119", "r121", "r123", "r131", "r134", "r210", "r333", "r334", "r335", "r369", "r370", "r513", "r515" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Accumulated Deficit [Member]" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerIncludingAssessedTax": { "auth_ref": [ "r159", "r160", "r170", "r175", "r176", "r180", "r181", "r182", "r272", "r273", "r465" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 4.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.", "label": "Revenue from Contract with Customer, Including Assessed Tax", "terseLabel": "Product sales, net" } } }, "localname": "RevenueFromContractWithCustomerIncludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r110", "r264", "r265", "r266", "r267", "r268", "r269", "r270", "r271", "r275" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_Revenues": { "auth_ref": [ "r76", "r113", "r159", "r160", "r170", "r175", "r176", "r180", "r181", "r182", "r206", "r401", "r486" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).", "label": "Revenues", "verboseLabel": "Product sales, net" } } }, "localname": "Revenues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnauditedSelectedConsolidatedQuarterlyFinancialInformationUnauditedDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenuesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenues [Abstract]" } } }, "localname": "RevenuesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "stringItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r427", "r431" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "ROU assets obtained in exchange for new operating lease upon adoption of ASC 842" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]", "terseLabel": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail", "http://www.gbt.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_SalesRevenueProductLineMember": { "auth_ref": [ "r153" ], "lang": { "en-us": { "role": { "documentation": "Revenue from specified product or service, when it serves as benchmark in concentration of risk calculation. Includes, but is not limited to, revenue from contract with customer and other sources.", "label": "Revenue, Product and Service Benchmark [Member]", "terseLabel": "Revenue, Product and Service Benchmark [Member]" } } }, "localname": "SalesRevenueProductLineMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ScheduleOfAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accrued liabilities.", "label": "Schedule of Accrued Liabilities [Table Text Block]", "terseLabel": "Accrued Liabilities" } } }, "localname": "ScheduleOfAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable": { "auth_ref": [ "r137" ], "lang": { "en-us": { "role": { "documentation": "Schedule for 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.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/NetLossPerSharePotentiallyDilutiveSecuritiesThatWereNotIncludedInDilutedNetLossPerShareCalculationsDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock": { "auth_ref": [ "r137" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]", "terseLabel": "Potentially Dilutive Securities that were Not Included in Diluted Net Loss per Share Calculations" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/NetLossPerShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAvailableForSaleSecuritiesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Securities, Available-for-sale [Line Items]" } } }, "localname": "ScheduleOfAvailableForSaleSecuritiesLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAvailableForSaleSecuritiesTable": { "auth_ref": [ "r196", "r197", "r200", "r201", "r202", "r203", "r488", "r489" ], "lang": { "en-us": { "role": { "documentation": "Schedule of available-for-sale securities which includes, but is not limited to, changes in the cost basis and fair value, fair value and gross unrealized gain (loss), fair values by type of security, contractual maturity and classification, amortized cost basis, contracts to acquire securities to be accounted for as available-for-sale, debt maturities, transfers to trading, change in net unrealized holding gain (loss) net of tax, continuous unrealized loss position fair value, aggregate losses qualitative disclosures, other than temporary impairment (OTTI) losses or other disclosures related to available for sale securities.", "label": "Schedule of Available-for-sale Securities [Table]", "terseLabel": "Schedule of Available-for-sale Securities [Table]" } } }, "localname": "ScheduleOfAvailableForSaleSecuritiesTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r360" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Components of Deferred Tax Assets and Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r347" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Effective Income Tax Rate Reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable": { "auth_ref": [ "r293", "r325", "r338" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about amount recognized for award under share-based payment arrangement. Includes, but is not limited to, amount expensed in statement of income or comprehensive income, amount capitalized in statement of financial position, and corresponding reporting line item in financial statements.", "label": "Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table]", "terseLabel": "Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table]" } } }, "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockBasedCompensationExpenseRecognizedDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock": { "auth_ref": [ "r293", "r325", "r338" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of allocation of amount expensed and capitalized for award under share-based payment arrangement to statement of income or comprehensive income and statement of financial position. Includes, but is not limited to, corresponding line item in financial statement.", "label": "Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]", "terseLabel": "Stock-based Compensation Expense Recognized" } } }, "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r116" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "terseLabel": "Components of Loss Before Income Taxes" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfInventoryCurrentTableTextBlock": { "auth_ref": [ "r13", "r31", "r32", "r33" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process.", "label": "Schedule of Inventory, Current [Table Text Block]", "terseLabel": "Inventories" } } }, "localname": "ScheduleOfInventoryCurrentTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/InventoriesTable" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfMaturitiesOfLongTermDebtTableTextBlock": { "auth_ref": [ "r245" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of maturity and sinking fund requirement for long-term debt.", "label": "Schedule of Maturities of Long-term Debt [Table Text Block]", "terseLabel": "Schedule of Future payments of principal and interest on the Term Loan" } } }, "localname": "ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtTable" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r39", "r237" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsPropertyAndEquipmentDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfQuarterlyFinancialInformationTableTextBlock": { "auth_ref": [ "r143" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of quarterly financial data. Includes, but is not limited to, financial information for fiscal quarters, cumulative effect of a change in accounting principle and earnings per share data.", "label": "Quarterly Financial Information [Table Text Block]", "verboseLabel": "Selected Quarterly Financial Information (Unaudited)" } } }, "localname": "ScheduleOfQuarterlyFinancialInformationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SelectedQuarterlyFinancialInformationUnauditedTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationActivityTableTextBlock": { "auth_ref": [ "r308", "r313", "r316" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of activity for award under share-based payment arrangement. Includes, but is not limited to, outstanding award at beginning and end of year, granted, exercised, forfeited, and weighted-average grant date fair value.", "label": "Share-based Compensation, Activity [Table Text Block]", "terseLabel": "Summary of Activity of Market-Condition Awards" } } }, "localname": "ScheduleOfShareBasedCompensationActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r294", "r328" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail", "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r301", "r313", "r316" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-based Compensation, Stock Options, Activity [Table Text Block]", "terseLabel": "Stock Option Activity" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock": { "auth_ref": [ "r319" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of employee stock purchase plans, including, but not limited to: (a) expected term, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block]", "terseLabel": "Fair Value Assumptions for Employee Stock Purchase Plan" } } }, "localname": "ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r319" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "terseLabel": "Valuation Assumptions for Stock Awards" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r52", "r111", "r146", "r147", "r252", "r253", "r254", "r256", "r257", "r258", "r259", "r260", "r261", "r262" ], "lang": { "en-us": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also 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.", "label": "Schedule of Stock by Class [Table]", "terseLabel": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail", "http://www.gbt.com/role/StockholdersEquityScheduleOfCommonStockReservedForIssuanceOnConvertedBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock": { "auth_ref": [ "r327" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of cost not yet recognized and weighted-average period over which cost is expected to be recognized for nonvested award under share-based payment arrangement.", "label": "Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block]", "terseLabel": "Unrecognized Stock-based Compensation Cost" } } }, "localname": "ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SecuredDebtMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Collateralized debt obligation backed by, for example, but not limited to, pledge, mortgage or other lien on the entity's assets.", "label": "Secured Debt [Member]", "terseLabel": "Secured Debt" } } }, "localname": "SecuredDebtMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_SecurityOwnedAndSoldNotYetPurchasedAtFairValueAxis": { "auth_ref": [ "r472" ], "lang": { "en-us": { "role": { "documentation": "Group of financial instruments held by a broker-dealer for their own account (proprietary securities) for trading or investment purposes that are carried at fair value including securities sold, not yet purchased.", "label": "Security Owned and Sold, Not yet Purchased, at Fair Value [Axis]", "terseLabel": "Security Owned and Sold, Not yet Purchased, at Fair Value [Axis]" } } }, "localname": "SecurityOwnedAndSoldNotYetPurchasedAtFairValueAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail", "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SecurityOwnedAndSoldNotYetPurchasedFairValueSecurityNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of financial instrument held by a broker-dealer for their own account (proprietary securities) for trading or investment purposes that are carried at fair value including securities sold, not yet purchased.", "label": "Security Owned and Sold, Not yet Purchased Fair Value, Security Name [Domain]", "terseLabel": "Security Owned and Sold, Not yet Purchased Fair Value, Security Name [Domain]" } } }, "localname": "SecurityOwnedAndSoldNotYetPurchasedFairValueSecurityNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail", "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentReportingPolicyPolicyTextBlock": { "auth_ref": [ "r109", "r164", "r165", "r166", "r167", "r168", "r169", "r181" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for segment reporting.", "label": "Segment Reporting, Policy [Policy Text Block]", "terseLabel": "Segment Reporting" } } }, "localname": "SegmentReportingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SellingGeneralAndAdministrativeExpense": { "auth_ref": [ "r83" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss": { "order": 8.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.", "label": "Selling, General and Administrative Expense", "terseLabel": "Selling, general and administrative" } } }, "localname": "SellingGeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_SellingGeneralAndAdministrativeExpensesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing selling, general and administrative expense.", "label": "Selling, General and Administrative Expenses [Member]", "terseLabel": "Selling, general and administrative [Member]" } } }, "localname": "SellingGeneralAndAdministrativeExpensesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockBasedCompensationExpenseRecognizedDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r98" ], "calculation": { "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-based Compensation", "terseLabel": "Stock-based compensation" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r295" ], "lang": { "en-us": { "role": { "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period", "terseLabel": "Vesting period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r306" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedLabel": "Number of Units forfeited", "negatedTerseLabel": "RSUs forfeited, Number of RSUs", "terseLabel": "Number of shares forfeited" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r312" ], "lang": { "en-us": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "RSUs forfeited, Weighted-Average Grant Date Fair Value", "verboseLabel": "Weighted-Average Grant Date Fair Value forfeited" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r310" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period", "positiveLabel": "RSUs granted, Number of RSUs", "terseLabel": "Number of Units granted", "verboseLabel": "Restricted shares granted in period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r310" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "RSUs granted, Weighted-Average Grant Date Fair Value", "verboseLabel": "Weighted-Average Grant Date Fair Value granted" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r309" ], "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Ending Balance - Non-vested market-condition awards", "periodStartLabel": "Beginning Balance - Non-vested market-condition awards", "verboseLabel": "Number of shares Non-vested period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r309" ], "lang": { "en-us": { "role": { "documentation": "Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "Ending Balance - Non-vested units, Weighted-Average Grant Date Fair Value", "periodStartLabel": "Beginning Balance - Non-vested units, Weighted-Average Grant Date Fair Value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms": { "auth_ref": [ "r317" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for equity-based awards excluding options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms", "terseLabel": "Non-vested units, Weighted-Average remaining vesting period(years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r311" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedTerseLabel": "RSUs vested, Number of RSUs", "terseLabel": "Number of Units vested", "verboseLabel": "Number of shares vesting Period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r311" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "positiveLabel": "Weighted-Average Grant Date Fair Value vested", "terseLabel": "RSUs vested, Weighted-Average Grant Date Fair Value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r322" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "terseLabel": "Dividend yield" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the maximum 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.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum", "terseLabel": "Volatility, maximum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the minimum 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.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum", "terseLabel": "Volatility, minimum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The maximum risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum", "terseLabel": "Risk-free interest rate, maximum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The minimum risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum", "terseLabel": "Risk-free interest rate, minimum" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail", "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardMaximumEmployeeSubscriptionRate": { "auth_ref": [ "r328" ], "lang": { "en-us": { "role": { "documentation": "The highest percentage of annual salary that an employee is permitted to utilize with respect to the plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate", "terseLabel": "Maximum contribution to plan as a percent of employee's eligible compensation" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardMaximumEmployeeSubscriptionRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "auth_ref": [ "r297" ], "lang": { "en-us": { "role": { "documentation": "Number of shares authorized for issuance under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized", "terseLabel": "Shares authorized for issuance" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r304" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number", "terseLabel": "Vested and exercisable, Number of Options" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue": { "auth_ref": [ "r315" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated difference between fair value of underlying shares on dates of exercise and exercise price on options exercised (or share units converted) into shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value", "terseLabel": "Intrinsic value of options exercised" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod": { "auth_ref": [ "r307" ], "lang": { "en-us": { "role": { "documentation": "For presentations that combine terminations, 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 or that expired.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period", "negatedLabel": "Options canceled, Number of Options" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r307" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price of options that were either forfeited or expired.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price", "terseLabel": "Options canceled, Weighted-Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross", "verboseLabel": "Options granted, Number of Options" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r314" ], "lang": { "en-us": { "role": { "documentation": "The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Estimated weighted-average grant-date fair value of common stock underlying options granted" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r328" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value", "terseLabel": "Balance Outstanding, Aggregate Intrinsic Value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r303", "r328" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Ending balance, outstanding, Number of Options", "periodStartLabel": "Beginning balance, outstanding, Number of Options" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r302" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Ending balance, Outstanding, Weighted-Average Exercise Price", "periodStartLabel": "Beginning balance, Outstanding, Weighted-Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]", "terseLabel": "Weighted- Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableNumber": { "auth_ref": [ "r318" ], "lang": { "en-us": { "role": { "documentation": "Number of fully vested and expected to vest exercisable options that may be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number", "terseLabel": "Number of Units Allotted" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r317" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average exercise price, at which grantee can acquire shares reserved for issuance, for fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price", "terseLabel": "Vested and exercisable, Weighted-Average Exercise Price", "verboseLabel": "Stock Price Targets" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r292", "r298" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Equity Award [Domain]", "terseLabel": "Equity Award [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail", "http://www.gbt.com/role/ShareBasedCompensationTables", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail", "http://www.gbt.com/role/StockBasedCompensationUnrecognizedStockBasedCompensationCostDetail", "http://www.gbt.com/role/StockholdersEquityScheduleOfCommonStockReservedForIssuanceOnConvertedBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Options exercised, Weighted-Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "verboseLabel": "Options granted, Weighted-Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-based Payment Arrangement, Tranche One [Member]", "terseLabel": "Tranche One [Member]" } } }, "localname": "ShareBasedCompensationAwardTrancheOneMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheThreeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Third portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-based Payment Arrangement, Tranche Three [Member]", "terseLabel": "Tranche Three [Member]" } } }, "localname": "ShareBasedCompensationAwardTrancheThreeMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Second portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-based Payment Arrangement, Tranche Two [Member]", "terseLabel": "Tranche Two [Member]" } } }, "localname": "ShareBasedCompensationAwardTrancheTwoMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedGoodsAndNonemployeeServicesTransactionValuationMethodExpectedDividendRate": { "auth_ref": [ "r322" ], "lang": { "en-us": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the expected term of a nonvested share or option award issued to other than an employee.", "label": "Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Dividend Rate", "terseLabel": "Dividend yield" } } }, "localname": "ShareBasedGoodsAndNonemployeeServicesTransactionValuationMethodExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedGoodsAndNonemployeeServicesTransactionValuationMethodExpectedVolatilityRate": { "auth_ref": [ "r321" ], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the percentage amount by which a share price is expected to fluctuate during the expected term of a nonvested share or option award issued to other than an employee.", "label": "Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Volatility Rate", "terseLabel": "Volatility" } } }, "localname": "ShareBasedGoodsAndNonemployeeServicesTransactionValuationMethodExpectedVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedGoodsAndNonemployeeServicesTransactionValuationMethodRiskFreeInterestRate": { "auth_ref": [ "r323" ], "lang": { "en-us": { "role": { "documentation": "The risk-free interest rate assumption that is used in valuing a nonvested share or option award issued to other than an employee.", "label": "Share-based Goods and Nonemployee Services Transaction, Valuation Method, Risk Free Interest Rate", "terseLabel": "Risk-free interest rate" } } }, "localname": "ShareBasedGoodsAndNonemployeeServicesTransactionValuationMethodRiskFreeInterestRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail" ], "xbrltype": "percentItemType" }, "us-gaap_SharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks of a company.", "label": "Share Price", "verboseLabel": "Valuation date stock price" } } }, "localname": "SharePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsOfMarketConditionAwardsDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage": { "auth_ref": [ "r295" ], "lang": { "en-us": { "role": { "documentation": "Percentage of vesting of award under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage", "terseLabel": "Vesting Percentage" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueNonvested": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Intrinsic value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested", "terseLabel": "Non-vested units, Aggregate Intrinsic Value" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueNonvested", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationSummaryOfActivityOfMarketConditionAwardsDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfRsuActivityGrantedToEmployeesWithServiceBasedVestingDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": { "auth_ref": [ "r296" ], "lang": { "en-us": { "role": { "documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period", "terseLabel": "Expiration period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r320", "r337" ], "lang": { "en-us": { "role": { "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term", "verboseLabel": "Expected term (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationFairValueAssumptionsForEmployeeStockPurchasePlanDetail", "http://www.gbt.com/role/ShareBasedCompensationValuationAssumptionsForStockOptionsGrantedDetail" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1": { "auth_ref": [ "r328" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value", "terseLabel": "Vested and exercisable, Aggregate Intrinsic Value" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r328" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Vested and exercisable, Weighted-Average remaining contractual term" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r317" ], "lang": { "en-us": { "role": { "documentation": "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.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Beginning, Outstanding, Weighted-Average remaining contractual term" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Purchase price of common stock expressed as a percentage of its fair value.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent", "terseLabel": "Exercise price as a percentage of the fair market value" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_SharesIssuedPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share or per unit amount of equity securities issued.", "label": "Shares Issued, Price Per Share", "verboseLabel": "Common Stock Issue Price" } } }, "localname": "SharesIssuedPricePerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Ending Balance, Shares", "periodStartLabel": "Beginning Balance, Shares" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r117" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "Summary of Significant Accounting Policies" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "State [Member]" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r54", "r118", "r119", "r121", "r123", "r131", "r134", "r145", "r210", "r255", "r262", "r333", "r334", "r335", "r369", "r370", "r403", "r404", "r405", "r406", "r407", "r408", "r513", "r514", "r515" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity", "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity", "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationTables" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r118", "r119", "r121", "r145", "r465" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity", "http://www.gbt.com/role/LongTermDebtAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationTables" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans": { "auth_ref": [ "r21", "r22", "r255", "r262" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period as a result of an employee stock purchase plan.", "label": "Stock Issued During Period, Shares, Employee Stock Purchase Plans", "terseLabel": "Issuance of common stock pursuant to ESPP purchases, Shares", "verboseLabel": "Shares issued" } } }, "localname": "StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r21", "r22", "r255", "r262" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "verboseLabel": "Issuance of common stock upon equity offerings, net of issuance costs, Shares" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity", "http://www.gbt.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross": { "auth_ref": [ "r255", "r262" ], "lang": { "en-us": { "role": { "documentation": "Total number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards.", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Gross", "terseLabel": "Issuance of common stock upon vesting of restricted share units, net of shares withheld for employee taxes, Shares" } } }, "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures": { "auth_ref": [ "r21", "r22", "r255", "r262" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period related to Restricted Stock Awards, net of any shares forfeited.", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures", "terseLabel": "Vesting of restricted stock purchases, Shares" } } }, "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r21", "r22", "r255", "r262", "r305" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedLabel": "Options exercised, Number of Options", "terseLabel": "Issuance of common stock upon exercise of stock options, Shares" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity", "http://www.gbt.com/role/ShareBasedCompensationStockOptionActivityDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan": { "auth_ref": [ "r21", "r22", "r255", "r262" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate change in value for stock issued during the period as a result of employee stock purchase plan.", "label": "Stock Issued During Period, Value, Employee Stock Purchase Plan", "terseLabel": "Issuance of common stock pursuant to ESPP purchases", "verboseLabel": "Shares issued, value" } } }, "localname": "StockIssuedDuringPeriodValueEmployeeStockPurchasePlan", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity", "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r21", "r22", "r255", "r262" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Stock Issued During Period, Value, New Issues", "terseLabel": "Issuance of common stock upon equity offerings, net of issuance costs" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardGross": { "auth_ref": [ "r21", "r22", "r255", "r262" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate value of stock related to Restricted Stock Awards issued during the period.", "label": "Stock Issued During Period, Value, Restricted Stock Award, Gross", "terseLabel": "Issuance of common stock upon vesting of restricted share units, net of shares withheld for employee taxes" } } }, "localname": "StockIssuedDuringPeriodValueRestrictedStockAwardGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardNetOfForfeitures": { "auth_ref": [ "r255", "r262" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock related to Restricted Stock Awards issued during the period, net of the stock value of such awards forfeited.", "label": "Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures", "terseLabel": "Vesting of restricted stock purchases" } } }, "localname": "StockIssuedDuringPeriodValueRestrictedStockAwardNetOfForfeitures", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "auth_ref": [ "r54", "r255", "r262" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued as a result of the exercise of stock options.", "label": "Stock Issued During Period, Value, Stock Options Exercised", "terseLabel": "Issuance of common stock upon exercise of stock options" } } }, "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r22", "r27", "r28", "r113", "r189", "r206", "r401" ], "calculation": { "http://www.gbt.com/role/ConsolidatedBalanceSheets": { "order": 22.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "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.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance", "totalLabel": "Total stockholders' equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets", "http://www.gbt.com/role/ConsolidatedStatementsOfStockholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Stockholders' equity:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r112", "r262", "r263" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "terseLabel": "Stockholders' Equity" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/StockholdersEquity" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r409", "r433" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r409", "r433" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_SubsidiaryOrEquityMethodInvesteeSaleOfStockBySubsidiaryOrEquityInvesteeTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Different names of stock transactions and the different attributes of each transaction.", "label": "Subsidiary or Equity Method Investee, Sale of Stock by Subsidiary or Equity Investee [Table]", "terseLabel": "Stockholders' Equity [Table]" } } }, "localname": "SubsidiaryOrEquityMethodInvesteeSaleOfStockBySubsidiaryOrEquityInvesteeTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]", "terseLabel": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/OrganizationAndBasisOfPresentationAdditionalInformationDetail", "http://www.gbt.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SummaryOfIncomeTaxContingenciesTextBlock": { "auth_ref": [ "r349", "r354", "r356" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities and other income tax contingencies. Includes, but is not limited to, interest and penalties, reconciliation of unrecognized tax benefits, unrecognized tax benefits that would affect the effective tax rate, tax years that remain subject to examination by tax jurisdictions, and information about positions for which it is reasonably possible that amounts unrecognized will significantly change within 12 months.", "label": "Summary of Income Tax Contingencies [Table Text Block]", "terseLabel": "Reconciliation of Unrecognized Tax Benefits" } } }, "localname": "SummaryOfIncomeTaxContingenciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SupplementalBalanceSheetDisclosuresTextBlock": { "auth_ref": [ "r63" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for supplemental balance sheet disclosures, including descriptions and amounts for assets, liabilities, and equity.", "label": "Supplemental Balance Sheet Disclosures [Text Block]", "terseLabel": "Balance Sheet Components" } } }, "localname": "SupplementalBalanceSheetDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "verboseLabel": "SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_TaxesPayableCurrent": { "auth_ref": [ "r43" ], "calculation": { "http://www.gbt.com/role/BalanceSheetComponentsOtherLiabilitiesDetail": { "order": 2.0, "parentTag": "us-gaap_OtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Taxes Payable, Current", "terseLabel": "Other payable" } } }, "localname": "TaxesPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/BalanceSheetComponentsOtherLiabilitiesDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_TextBlockAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Text Block [Abstract]" } } }, "localname": "TextBlockAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "auth_ref": [ "r184", "r185", "r186", "r187", "r188", "r190" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for accounts receivable.", "label": "Accounts Receivable [Policy Text Block]", "terseLabel": "Accounts Receivables, net" } } }, "localname": "TradeAndOtherAccountsReceivablePolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r198", "r199", "r434", "r435", "r436", "r437", "r438", "r439", "r440", "r441", "r442", "r443", "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r454", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_TypeOfAdoptionMember": { "auth_ref": [ "r122", "r123", "r124", "r125", "r207", "r208", "r209", "r210", "r211", "r212", "r329", "r330", "r331", "r332", "r333", "r334", "r335", "r336", "r367", "r368", "r369", "r370", "r467", "r468", "r469", "r511", "r512", "r513", "r514", "r515", "r516", "r517", "r518", "r519", "r520", "r521", "r522" ], "lang": { "en-us": { "role": { "documentation": "Amendment to accounting standards.", "label": "Type of Adoption [Domain]", "terseLabel": "Type of Adoption [Domain]" } } }, "localname": "TypeOfAdoptionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesSupplementalCashFlowInformationDetail", "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_USGovernmentAgenciesDebtSecuritiesMember": { "auth_ref": [ "r280", "r487" ], "lang": { "en-us": { "role": { "documentation": "Debentures, notes, and other debt securities issued by US government agencies, for example, but not limited to, Government National Mortgage Association (GNMA or Ginnie Mae). Excludes US treasury securities and debt issued by government-sponsored Enterprises (GSEs), for example, but is not limited to, Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac), Federal National Mortgage Association (FNMA or Fannie Mae), and the Federal Home Loan Bank (FHLB).", "label": "US Government Agencies Debt Securities [Member]", "terseLabel": "U.S. Government Agency Securities [Member]" } } }, "localname": "USGovernmentAgenciesDebtSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail", "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_USGovernmentDebtSecuritiesMember": { "auth_ref": [ "r487" ], "lang": { "en-us": { "role": { "documentation": "Debt securities issued by the United States government.", "label": "US Government Debt Securities [Member]", "terseLabel": "U.S. Government Securities [Member]" } } }, "localname": "USGovernmentDebtSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/AvailableForSaleSecuritiesSummaryOfAvailableForSaleSecuritiesDetail", "http://www.gbt.com/role/FairValueMeasurementsFairValueAssetsMeasuredOnRecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r343", "r351" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "periodEndLabel": "Unrecognized tax benefit - December 31", "periodStartLabel": "Balance at beginning of year" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesReconciliationOfUnrecognizedTaxBenefitsDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r352" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions", "negatedLabel": "Decreased for prior period positions" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesReconciliationOfUnrecognizedTaxBenefitsDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions": { "auth_ref": [ "r353" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions that have been or will be taken in current period tax return.", "label": "Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions", "terseLabel": "Additions based on tax positions related to current year" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/IncomeTaxesReconciliationOfUnrecognizedTaxBenefitsDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r148", "r149", "r150", "r151", "r156", "r157", "r158" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_VariableLeaseCost": { "auth_ref": [ "r425", "r431" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of variable lease cost, excluded from lease liability, recognized when obligation for payment is incurred for finance and operating leases.", "label": "Variable Lease, Cost", "verboseLabel": "variable lease cost" } } }, "localname": "VariableLeaseCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_VestingAxis": { "auth_ref": [ "r328" ], "lang": { "en-us": { "role": { "documentation": "Information by vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Axis]" } } }, "localname": "VestingAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail" ], "xbrltype": "stringItemType" }, "us-gaap_VestingDomain": { "auth_ref": [ "r328" ], "lang": { "en-us": { "role": { "documentation": "Vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Domain]" } } }, "localname": "VestingDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ShareBasedCompensationPlanSummaryAdditionalInformationDetail", "http://www.gbt.com/role/ShareBasedCompensationSummaryOfShareBasedCompensationArrangementsByShareBasedPaymentAwardDetail" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).", "label": "Weighted Average Number of Shares Outstanding, Basic and Diluted", "terseLabel": "Weighted-average number of shares used in computing basic and diluted net loss per common share" } } }, "localname": "WeightedAverageNumberOfShareOutstandingBasicAndDiluted", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.gbt.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveLoss" ], "xbrltype": "sharesItemType" } }, "unitCount": 7 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r1": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "http://asc.fasb.org/topic&trid=2122149" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6911-107765" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3044-108585" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4273-108586" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4297-108586" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4304-108586" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4313-108586" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4332-108586" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=SL98516268-108586" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18726-107790" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6935-107765" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18823-107790" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(1)(i))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r117": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21914-107793" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21930-107793" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e7018-107765" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "27", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e22044-107793" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21711-107793" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(4)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6361739&loc=d3e7789-107766" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1337-109256" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=120380238&loc=d3e3842-109258" }, "r141": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=116846552&loc=d3e543-108305" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=121640914&loc=d3e1280-108306" }, "r144": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "270", "URI": "http://asc.fasb.org/topic&trid=2126967" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6828210&loc=d3e70191-108054" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6828210&loc=d3e70229-108054" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8864-108599" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8864-108599" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8864-108599" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8864-108599" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8864-108599" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8864-108599" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4647-111522" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e4975-111524" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=SL6953423-111524" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5212-111524" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5033-111524" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5093-111524" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121553693&loc=d3e26610-111562" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121553693&loc=d3e26853-111562" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(aa)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27161-111563" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27161-111563" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27161-111563" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27161-111563" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27198-111563" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27232-111563" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=SL120269820-111563" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27290-111563" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27337-111563" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27340-111563" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)-(d)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27357-111563" }, "r204": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "320", "URI": "http://asc.fasb.org/topic&trid=2196928" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919244-210447" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919253-210447" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919258-210447" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919230-210447" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121558606&loc=SL82898722-210454" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121582814&loc=SL82922888-210455" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121582814&loc=SL82922895-210455" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121582814&loc=SL82922900-210455" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116847112&loc=d3e4492-108314" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116847112&loc=d3e4556-108314" }, "r225": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "330", "URI": "http://asc.fasb.org/topic&trid=2126998" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68074540&loc=d3e5879-108316" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226317&loc=d3e202-110218" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.CC)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=27011434&loc=d3e125687-122742" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=121559207&loc=d3e25336-109308" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=121559207&loc=d3e25336-109308" }, "r242": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r244": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=d3e1835-112601" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=SL6230698-112601" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6036836-161870" }, "r251": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=d3e177068-122764" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21553-112644" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21484-112644" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21488-112644" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r263": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "http://asc.fasb.org/topic&trid=2208762" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130561-203045" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130564-203045" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r275": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r276": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "705", "URI": "http://asc.fasb.org/topic&trid=2122478" }, "r277": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "710", "URI": "http://asc.fasb.org/topic&trid=2127225" }, "r278": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "712", "URI": "http://asc.fasb.org/topic&trid=2197446" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118257860&loc=d3e4179-114921" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "715", "URI": "http://asc.fasb.org/topic&trid=2235017" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121326096&loc=d3e4534-113899" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f(1))", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)-(4)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(c))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120383193&loc=d3e11149-113907" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(7))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120383193&loc=d3e11178-113907" }, "r341": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "http://asc.fasb.org/topic&trid=2228938" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=SL37586934-109318" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e32247-109318" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e32280-109318" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32672-109319" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32687-109319" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32705-109319" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32840-109319" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32847-109319" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32857-109319" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32621-109319" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32632-109319" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330215-122817" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120385591&loc=d3e38679-109324" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r379": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5419-128473" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116873149&loc=d3e923-111674" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685" }, "r388": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19279-110258" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=SL6742756-110258" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13467-108611" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13531-108611" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13537-108611" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=98513438&loc=d3e33268-110906" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28555-108399" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=121549951&loc=d3e40010-112707" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=121549951&loc=d3e40019-112707" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=121573735&loc=d3e41499-112717" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121329987&loc=SL77916155-209984" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918627-209977" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918627-209977" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918631-209977" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918643-209977" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918666-209980" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918673-209980" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918673-209980" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918701-209980" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121568110&loc=SL77918982-209971" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=119991564&loc=SL119991595-234733" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=68072869&loc=d3e41242-110953" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "320", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=35711157&loc=d3e42546-110969" }, "r473": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "320", "Topic": "940", "URI": "http://asc.fasb.org/subtopic&trid=2176304" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(6))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.13)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.14)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Subparagraph": "(b)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120252992&loc=d3e62557-112803" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120252992&loc=d3e62557-112803" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120252992&loc=d3e62586-112803" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "320", "Topic": "942", "URI": "http://asc.fasb.org/subtopic&trid=2209399" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "405", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6957935&loc=d3e64057-112817" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "405", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=116652737&loc=d3e64164-112818" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(5))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(3)(b))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121643868&loc=SL117782755-158439" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(c)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117819544-158441" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.28,29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121641442&loc=d3e19393-158473" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=99380617&loc=SL75241803-196195" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=66023616&loc=SL35737432-115832" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-06(3))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401414&loc=d3e604059-122996" }, "r527": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "320", "Topic": "946", "URI": "http://asc.fasb.org/subtopic&trid=2324412" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=120413173&loc=SL116631458-115580" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r533": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r534": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r535": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r536": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r537": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r538": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r539": { "Name": "Regulation 12B", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r540": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6787-107765" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226024-175313" }, "r63": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "210", "URI": "http://asc.fasb.org/topic&trid=2122208" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e637-108580" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e681-108580" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669686-108580" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "17B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL34724394-108580" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6801-107765" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e557-108580" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116657188&loc=SL116659661-227067" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(1))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6812-107765" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(7)(c))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(a),(d))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.8)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3179-108585" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3179-108585" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6904-107765" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3367-108585" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3521-108585" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" } }, "version": "2.1" } ZIP 98 0001193125-21-054629-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001193125-21-054629-xbrl.zip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�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