xoma-10q_20180930.htm

Trade and other receivables

$ 28,433

$ 43,471

^[1]

1,315

397

^[1]

Prepaid expenses and other current assets

423

327

^[1]

Total current assets

30,171

44,195

^[1]

Property and equipment, net

^[1]

Long-term royalty receivables

15,000

Long-term equity securities

347

Other assets

578

657

^[1]

Total assets

46,162

44,935

^[1]

Current liabilities:

Accounts payable

1,542

1,679

^[1]

Accrued and other liabilities

2,159

2,693

^[1]

Income taxes payable

^[1]

1,637

Unearned revenue recognized under units-of-revenue method

1,120

615

^[1]

Contract liabilities

798

^[1]

Total current liabilities

5,619

7,422

^[1]

Unearned revenue recognized under units-of-revenue method – long-term

16,522

17,123

^[1]

Long-term debt

22,034

14,572

^[1]

Other liabilities – long-term

834

^[1]

Total liabilities

45,009

39,149

^[1]

Commitments and Contingencies (Note 11)

^[1]

Stockholders’ equity:

Convertible preferred stock, $0.05 par value, 1,000,000 shares authorized, 5,003 shares issued and outstanding at September 30, 2018 and December 31, 2017

^[1]

Common stock, $0.0075 par value, 277,333,332 shares authorized, 8,387,163 and 8,249,158 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively

^[1]

Additional paid-in capital

1,190,480

1,184,783

^[1]

Accumulated deficit

(1,189,390)

(1,179,059)

^[1]

Total stockholders’ equity

1,153

5,786

^[1]

Total liabilities and stockholders’ equity

$ 46,162

$ 44,935

^[1]

[1]	The condensed consolidated balance sheet as of December 31, 2017 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

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CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Statement Of Financial Position [Abstract]
Convertible preferred stock, par value (in dollars per share)	$ 0.05	$ 0.05
Convertible preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Convertible preferred stock, shares issued (in shares)	5,003	5,003
Convertible preferred stock, shares outstanding (in shares)	5,003	5,003
Common stock, par value (in dollars per share)	$ 0.0075	$ 0.0075
Common stock, shares authorized (in shares)	277,333,332	277,333,332
Common stock, shares issued (in shares)	8,387,163	8,249,158
Common stock, shares outstanding (in shares)	8,387,163	8,249,158

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (unaudited) - USD ($) shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenues:
Revenue from contracts with customers	$ 775,000	$ 36,073,000	$ 3,518,000	$ 47,005,000
Revenue recognized under units-of-revenue method	121,000	110,000	96,000	328,000
Total revenues	896,000	36,183,000	3,614,000	47,333,000
Operating expenses:
Research and development	637,000	307,000	1,445,000	7,215,000
General and administrative	4,657,000	7,255,000	14,236,000	17,625,000
Restructuring charges (credit)	909,000	(29,000)	1,368,000	3,451,000
Total operating expenses	6,203,000	7,533,000	17,049,000	28,291,000
(Loss) income from operations	(5,307,000)	28,650,000	(13,435,000)	19,042,000
Other income (expense):
Interest expense	(209,000)	(202,000)	(557,000)	(1,108,000)
Loss on extinguishment of debt		(135,000)		(650,000)
Other income (expense), net	938,000	(263,000)	3,661,000	337,000
(Loss) income before income tax	(4,578,000)	28,050,000	(10,331,000)	17,621,000
Provision for income taxes		(1,706,000)	0	(1,706,000)
Net (loss) income and comprehensive (loss) income	(4,578,000)	26,344,000	(10,331,000)	15,915,000
Net (loss) income and comprehensive (loss) income available to common stockholders, basic	(4,578,000)	16,038,000	(10,331,000)	6,609,000
Net (loss) income and comprehensive (loss) income available to common stockholders, diluted	$ (4,578,000)	$ 16,418,000	$ (10,331,000)	$ 6,669,000
Basic net (loss) income per share available to common stockholders	$ (0.55)	$ 2.06	$ (1.24)	$ 0.89
Diluted net (loss) income per share available to common stockholders	$ (0.55)	$ 1.98	$ (1.24)	$ 0.88
Weighted average shares used in computing basic net (loss) income per share available to common stockholders	8,386	7,786	8,354	7,424
Weighted average shares used in computing diluted net (loss) income per share available to common stockholders	8,386	8,275	8,354	7,617

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net (loss) income	$ (10,331)	$ 15,915
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Fair value of Rezolute common stock shares received as consideration for license agreement	(955)
Stock-based compensation expense	3,033	4,893
Common stock contribution to 401(k)	20	506
Depreciation and amortization	23	289
Amortization of debt issuance costs, debt discount and final payment on debt	36	444
Loss on sublease	1,421
Loss on extinguishment of debt		650
Unrealized loss on foreign currency exchange		1,447
Gain on sale and disposal of equipment		(1,123)
Change in fair value of long-term equity securities	608
Other	(20)	262
Changes in assets and liabilities:
Trade and other receivables	(918)	(460)
Prepaid expenses and other assets	(117)	493
Accounts payable and accrued liabilities	(1,778)	(7,254)
Unearned revenue recognized under units-of-revenue method	(96)	(9,857)
Income tax payable	(1,637)	1,706
Other liabilities	779
Net cash (used in) provided by operating activities	(9,932)	7,911
Cash flows from investing activities:
Proceeds from sale of equipment		1,614
Purchase of property and equipment	(6)	(24)
Net cash (used in) provided by investing activities	(15,006)	1,590
Purchase of royalty rights in connection with Agenus purchase agreement	(15,000)
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock, net of issuance costs		20,019
Proceeds from issuance of common stock, net of issuance costs	2,331	9,940
Proceeds from exercise of options	513
Proceeds from issuance of long-term debt	7,500
Debt issuance costs and loan fees	(217)
Principal payments – debt		(16,380)
Payment of final fee related to loan extinguishment		(1,150)
Principal payments – capital lease	(10)	(51)
Taxes paid related to net share settlement of equity awards	(237)	(41)
Net cash provided by financing activities	9,880	12,337
Effect of exchange rate changes on cash	20	167
Net (decrease) increase in cash and cash equivalents	(15,038)	22,005
Cash and cash equivalents at the beginning of the period	43,471	25,742
Cash and cash equivalents at the end of the period	28,433	47,747
Supplemental Cash Flow Information:
Cash paid for interest		518
Cash paid for taxes	1,637
Non-cash investing and financing activities:
Fair value of Rezolute common stock shares received as consideration for license agreement	955
Repayment of principal and accrued interest under the Servier loan		14,346
Interest added to principal balance on long-term debt	281	$ 236
Prepaid financing cost related to issuance of common stock	100
Issuance of common stock warrant under SVB loan	$ 139

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Description of Business	9 Months Ended
Description of Business	Sep. 30, 2018
Description Of Business [Abstract]
Description of Business	1. Description of Business XOMA Corporation (referred to as “XOMA” or the “Company”), a Delaware corporation, has a long history of discovering and developing innovative therapeutics derived from its unique platform of antibody technologies. Over the Company’s extensive history, it built a portfolio of fully-funded programs by advancing product candidates into the earlier stages of development and then licensing them to licensees who assumed the responsibilities of later stage development, regulatory approval and commercialization. Fully-funded programs are those for which the Company’s partners pay the development and commercialization costs. As licensees advance these programs, the Company is eligible for potential milestone and royalty payments. As part of the Company’s royalty aggregator business model, the Company will continue to expand its portfolio of fully-funded programs by acquiring potential milestone and royalty revenue streams on additional product candidates. Liquidity and Financial Condition With the exception of the year ended December 31, 2017, the Company has typically incurred significant operating losses and negative cash flows from operations since its inception. As of September 30, 2018, the Company had cash and cash equivalents of $28.4 million. Based on the Company’s current cash and cash equivalents balance and its ability to control discretionary spending, such as royalty acquisitions, the Company has evaluated and concluded there are no conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for a period of one year following the date that these financial statements are issued.

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Basis of Presentation and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions among consolidated entities were eliminated upon consolidation. The unaudited consolidated financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules certain footnotes or other financial information can be condensed or omitted. These financial statements and related disclosures have been prepared with the assumption that users of the interim financial information have read or have access to the audited consolidated financial statements for the preceding fiscal year. Accordingly, these statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 7, 2018. These financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s consolidated financial information. The interim results of operations are not necessarily indicative of the results that may be expected for the full year. Reclassification Certain prior period year amounts have been reclassified to conform to the current quarter presentation. Use of Estimates The preparation of financial statements in conformity with GAAP in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. On an ongoing basis, management evaluates its estimates including, but not limited to, those related to revenue recognition, long-term equity securities, debt amendments, long-lived assets, restructuring liabilities, legal contingencies, and stock-based compensation. The Company bases its estimates on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates, such as the Company’s billing under past government contracts and amortization of the payments received from HealthCare Royalty Partners II, L.P. (“HCRP”). Under the Company’s contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a part of the National Institutes of Health (“NIH”), the Company billed using NIH’s provisional rates and thus is subject to future audits at the discretion of NIAID’s contracting office. These audits can result in an adjustment to revenue previously reported which potentially could be material. In addition, under the contracts with HCRP, the amortization for the reporting period is calculated based on the payments expected to be made by the licensees to HCRP over the term of the arrangement. Any changes to the estimated payments by the licensees to HCRP can result in a material adjustment to revenue previously reported. Restructuring and Impairment Charges Restructuring costs are primarily comprised of severance costs related to workforce reductions, contract termination costs, lease-related liability and asset impairments. The Company recognizes restructuring charges when the liability has been incurred, except for employee termination benefits that are incurred over time. Generally, employee termination benefits (i.e., severance costs) are accrued at the date management has committed to a plan of termination and employees have been notified of their termination dates and expected severance payments. Key assumptions in determining the restructuring costs include the terms and payments that may be negotiated to terminate certain contractual obligations and the timing of employees leaving the Company. Other costs, including contract termination costs, are recorded when the arrangement is terminated. Asset impairment charges have been, and will be, recognized when management has concluded that the assets have been impaired. For lease-related liability, the Company recognizes the present value of facility lease-related obligations, net of estimated sublease income and other costs, when the Company has future payments with no future economic benefit. In future periods the Company will record accretion expense to increase the liability to an amount equal to the estimated future cash payments necessary to exit the leases. This requires judgment and management estimation to determine the expected time frame for securing a subtenant, the amount of sublease income to be received and the appropriate discount rate to calculate the present value of the future cash flows. Should actual lease costs differ from estimates, the Company may be required to adjust the restructuring charge which will impact operating expenses in the period any adjustment is recorded. Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC 606") using the modified retrospective transition method and applied the standard only to contracts that are still active or in place at that date. Also, as permitted, the Company applied the practical expedient under ASC 606 which permits the Company to treat all contract modifications that occurred prior to the adoption in aggregate when determining the performance obligations, transaction price and its allocation. Except for the Company’s license agreement with Rezolute, Inc. (formerly AntriaBio, Inc.) (“Rezolute”), the Company did not have any other contracts with customers for which the Company had not completed its performance obligations as of the adoption date January 1, 2018. The license agreement with Rezolute was not considered a contract under ASC 606 as it is not probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to Rezolute and there was no consideration exchanged upon execution of the arrangement or as of January 1, 2018 (see Note 4). Thus, the Company determined that the adoption of ASC 606 did not have a financial impact on the Company's consolidated financial statements. In addition, the adoption of ASC 606 has no material impact for tax purposes. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation based on relative fair values, when (or as) the performance obligation is satisfied. The Company recognizes revenue from its license and collaboration arrangements and royalties. The terms of the arrangements generally include payment to the Company of one or more of the following: non-refundable, upfront license fees, development, regulatory and commercial milestone payments, and royalties on net sales of licensed products. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, such as transfer of related materials, process and know-how, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. Under the Company’s license agreements, the nature of the combined performance obligation is the granting of licenses to the customers as the other promises are not separately identifiable in the context of the arrangement. Since the Company grants the license to a customer as it exists at the point of transfer, and is not involved in any future development or commercialization of the products related to the license, the nature of the license is a right to use the Company’s intellectual property as transferred. As such, the Company recognizes revenue related to the combined performance obligation upon completion of the delivery of the related materials, process and know-how (i.e., at a point in time). Milestone payments: At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. The Company expects to use the most likely amount method for development and regulatory milestone payments. If it is probable that a significant cumulative revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Upfront payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Sale of Future Revenue Streams The Company has sold its rights to receive certain milestones and royalties on product sales. In the circumstance where the Company has sold its rights to future milestones and royalties under a license agreement and also maintains limited continuing involvement in the arrangement (but not significant continuing involvement in the generation of the cash flows that are due to the purchaser), the Company defers recognition of the proceeds it receives for the sale of milestone or royalty streams and recognizes such unearned revenue as revenue under units-of-revenue method over the life of the underlying license agreement. Under the units-of-revenue method, amortization for a reporting period is calculated by computing a ratio of the proceeds received from the purchaser to the total payments expected to be made to the purchaser over the term of the agreement, and then applying that ratio to the period’s cash payment. Estimating the total payments expected to be received by the purchaser over the term of such arrangements requires management to use subjective estimates and assumptions. Changes to the Company’s estimate of the payments expected to be made to the purchaser over the term of such arrangements could have a material effect on the amount of revenues recognized in any particular period. Stock-Based Compensation The Company recognizes compensation expense for all stock-based payment awards made to the Company’s employees, consultants and directors that are expected to vest based on estimated fair values. The valuation of stock option awards is determined at the date of grant using the Black-Scholes Option Pricing Model (the “Black-Scholes Model”). The Black-Scholes Model requires inputs such as the expected term of the option, expected volatility and risk-free interest rate. To establish an estimate of expected term, the Company considers the vesting period and contractual period of the award and its historical experience of stock option exercises, post-vesting cancellations and volatility. The estimate of expected volatility is based on the Company’s historical volatility. The risk-free rate is based on the yield available on United States Treasury zero-coupon issues corresponding to the expected term of the award. The Company records forfeitures when they occur. The Company records compensation expense for service-based awards over the vesting period of the award on a straight-line basis. For awards with performance-based conditions, the Company records the expense over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The valuation of restricted stock units (“RSUs”) is determined at the date of grant using the Company’s closing stock price. Equity Securities Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The amendment requires equity investments (except those accounted for under the equity method, those that result in consolidation of the investee and certain other investments) to be measured at fair value with any changes in fair value recognized in net (loss) income. For equity investments that do not have readily determinable fair values and do not qualify for the existing practical expedient in ASC 820, Fair Value Measurements, to estimate fair value using the net asset value per share of the investment, the Company may choose to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In February 2018, the Financial Accounting Standards Board (“FASB”) also issued ASU 2018-03, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2018-03), which made improvements to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2018-03 is effective for fiscal years beginning after December 15, 2017, and interim periods beginning after June 15, 2018, but may be adopted concurrently with ASU 2016-01. As permitted, the Company adopted ASU 2016-01 and ASU 2018-03 concurrently on January 1, 2018. The adoption had no impact on the condensed consolidated financial statements as the Company did not have any equity investments that existed as of the adoption date. Subsequent to the adoption date, the Company received shares of common stock from Rezolute (Note 4). Equity investments in Rezolute are classified in the consolidated balance sheets as long-term equity securities. The equity securities are measured at fair value, with changes in fair value recorded in other income (expense), net line item of the consolidated statement of operations and comprehensive (loss) income at each reporting period. The Company remeasures its equity investments at each reporting period until such time that the investment is sold or disposed of. If the Company sells an investment, any realized gains and losses on the sale of the securities will be recognized in the consolidated statement of operations and comprehensive (loss) income in the period of sale. Net (Loss) Income per Share Available to Common Stockholders Basic net (loss) income per share available to common stockholders is based on the weighted average number of shares of common stock outstanding during the period. Net (loss) income available to common stockholders consists of net (loss) income, as adjusted for the convertible preferred stock deemed dividends related to the beneficial conversion feature on this instrument at issuance. During periods of income, the Company allocates participating securities a proportional share of net income, after deduction of any deemed dividends on preferred stock, determined by dividing total weighted average participating securities by the sum of the total weighted average number of common stock and participating securities (the “two-class method”). The Company’s convertible preferred stock participates in any dividends declared by the Company on its common stock and are therefore considered to be participating securities. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. Diluted net (loss) income per share available to common stockholders is based on the weighted average number of shares outstanding during the period, adjusted to include the assumed conversion of preferred stock, and the exercise of certain stock options, RSUs, and warrants for common stock. The calculation of diluted (loss) income per share available to common stockholders requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of any outstanding options, RSUs or warrants and the presumed exercise of such securities are dilutive to earnings (loss) per share available to common stockholders for the period. Adjustments to the denominator are required to reflect the related dilutive shares. Concentration of Risk Cash equivalents and receivables are financial instruments which potentially subject the Company to concentrations of credit risk, as well as liquidity risk for certain cash equivalents, such as money market funds. As of September 30, 2018, the Company had no cash equivalents. As of December 31, 2017, cash equivalents consist of money market funds which were held by major financial institutions which management believes are of high credit quality. The Company has not encountered any such liquidity issues during 2018. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the three months ended September 30, 2018, three partners represented 56%, 28% and 14% of total revenues. For the nine months ended September 30, 2018, three partners represented 50%, 21% and 17% of total revenues. For the three months ended September 30, 2017, one partner represented 98% of total revenues. For the nine months ended September 30, 2017, one partner represented 96% of total revenues. As of September 30, 2018, three partners represented 43%, 28% and 22% of the trade receivables balance, respectively. As of December 31, 2017, one partner represented 100% of the trade receivables balance. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 is aimed at making leasing activities more transparent and comparable, and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. Early adoption is permitted and must be adopted using a modified retrospective approach. In July 2018, however, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities with an additional (and optional) transition method which would enable entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings/accumulated deficit. This optional transition method is in addition to the modified retrospective transition approach included in ASU 2016-02. The new standard will be effective for the Company on January 1, 2019 and will be adopted by recognizing a cumulative effect adjustment to the opening balance of retained earnings as of that date. The effect of adoption on the Company's financial statements will depend on the leases in effect and the Company's borrowing rates at that time, but based on the Company's existing leases, adoption is expected to result in a significant increase in assets and liabilities on the balance sheet, and no significant change to the consolidated statement of operations and comprehensive (loss) income. In June 2018, the FASB issued ASU 2018-07, Compensation- Stock Compensation (Topic 718) “Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for certain exemptions specified in the amendment. ASU 2018-07 is effective for the Company’s interim and annual reporting periods during the year ending December 31, 2019, and all annual and interim reporting periods thereafter. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company elected to early adopt this standard on June 30, 2018. The adoption did not have a material impact on the condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which modifies, removes and adds certain disclosure requirements on fair value measurements based on the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The ASU is effective for the Company’s interim and annual reporting periods during the year ended December 31, 2020, and all annual and interim reporting period thereafter. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of ASU 2018-13. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date. The Company early adopted the guidance related to removal of disclosures upon issuance of this ASU and will delay adoption of additional disclosures as permitted under the ASU. The Company does not believe adoption of the guidance will have a significant impact on its condensed consolidated financial statements.

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Condensed Consolidated Financial Statements Detail

9 Months Ended

Sep. 30, 2018

Condensed Consolidated Financial Statements Detail [Abstract]

Condensed Consolidated Financial Statements Detail

3. Condensed Consolidated Financial Statements Detail

Cash and Cash Equivalents

Long-term Equity Securities

Property and Equipment, net

Accrued and Other Liabilities

Accrued and other liabilities consisted of the following (in thousands):

	September 30,		December 31,
	2018		2017
Accrued legal and accounting fees	$	244	$	431
Accrued restructuring		1,205		130
Accrued incentive compensation		280		229
Deferred rent		—		765
Liability related to sublease		83		800
Accrued payroll and other benefits		146		141
Other		201		197
Total	$	2,159	$	2,693

Net (Loss) Income Per Share Available to Common Stockholders

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Numerator
Net (loss) income	$	(4,578	)	$	26,344		$	(10,331	)	$	15,915
Less: Deemed dividend on convertible preferred stock		—			—			—			(5,603	)
Less: Allocation of undistributed earnings to participating securities		—			(10,306	)		—			(3,703	)
Net (loss) income available to common stockholders, basic	$	(4,578	)	$	16,038		$	(10,331	)	$	6,609
Adjustments to undistributed earnings allocated to participating securities		—			380			—			60
Net (loss) income available to common stockholders, diluted	$	(4,578	)	$	16,418		$	(10,331	)	$	6,669
Denominator
Weighted average shares used in computing basic net (loss) income per share available to common stockholders		8,386			7,786			8,354			7,424
Effect of dilutive stock options		—			489			—			193
Weighted average shares used in computing diluted net (loss) income per share available to common stockholders		8,386			8,275			8,354			7,617

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Convertible preferred stock		5,003		—		5,003		4,160
Common stock options and RSUs		1,644		313		1,638		753
Warrants for common stock		24		19		21		139
Total		6,671		332		6,662		5,052

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Licensing and Other Arrangements	9 Months Ended
Licensing and Other Arrangements	Sep. 30, 2018
Collaborative Licensing And Other Arrangements [Abstract]
Licensing and Other Arrangements	4. Licensing and Other Arrangements Novartis – Gevokizumab and IL-1 Beta On August 24, 2017, the Company and Novartis Pharma AG (“Novartis”) entered into a license agreement (the “XOMA-052 License Agreement”) under which the Company granted to Novartis an exclusive, worldwide, royalty-bearing license to gevokizumab, a novel anti-Interleukin-1 (“IL-1”) beta allosteric monoclonal antibody (the “Antibody”) and related know-how and patents (altogether, the “XOMA IP”). Under the terms of the XOMA-052 License Agreement, Novartis will be solely responsible for the development and commercialization of the Antibody and products containing the Antibody. On August 24, 2017, pursuant to a separate agreement (the “IL-1 Target License Agreement”), the Company granted to Novartis non-exclusive licenses to its intellectual property covering the use of IL-1 beta targeting antibodies in the treatment and prevention of cardiovascular disease and other diseases and conditions, and an option to obtain an exclusive license (the “Exclusivity Option”) to such intellectual property for the treatment and prevention of cardiovascular disease. Under the XOMA-052 License Agreement, the Company received total consideration of $30.0 million for the license and rights granted to Novartis. Of the total consideration, $15.7 million was paid in cash and $14.3 million (equal to €12.0 million) was paid by Novartis Institutes for BioMedical Research, Inc. (“NIBR”), on behalf of the Company, to settle the Company’s outstanding debt with Les Laboratories Servier (“Servier”) (the “Servier Loan”). In addition, NIBR extended the maturity date on the Company’s debt to Novartis. The Company also received $5.0 million cash related to the sale of 539,131 shares of the Company’s common stock, at a purchase price of $9.2742 per share. The fair market value of the common stock issued to Novartis was $4.8 million, based on the closing stock price of $8.93 per share on August 24, 2017, resulting in a $0.2 million premium paid to the Company. Based on the achievement of pre-specified criteria, the Company is eligible to receive up to $438.0 million in development, regulatory and commercial milestones under the XOMA-052 License Agreement. The Company is also eligible to receive royalties on sales of licensed products, which are tiered based on sales levels and range from the high single digits to mid-teens. Under the IL-1 Target License Agreement, the Company received an upfront cash payment of $10.0 million and is eligible to receive low single-digit royalties on canakinumab sales in cardiovascular indications covered by the Company’s patents. Should Novartis exercise the Exclusivity Option, the royalties on canakinumab sales will increase to the mid-single digits. Unless terminated earlier, the XOMA-052 License Agreement and IL-1 Target License Agreement will remain in effect, on a country-by-country and product-by-product basis, until Novartis’ royalty obligations end. The two agreements contain customary termination rights relating to material breach by either party. Novartis also has a unilateral right to terminate the XOMA-052 License Agreement on a product-by-product and country-by-country basis or in its entirety on six months’ prior written notice to the Company. Under the IL-1 Target License Agreement, Novartis has a unilateral right to terminate the agreement on a product-by-product and country-by-country basis or in its entirety upon a prior written notice. The XOMA-052 License Agreement and IL-1 Target License Agreement were accounted for as one arrangement because they were entered into at the same time in contemplation of each other. The Company concluded that there are multiple promised goods and services under the combined arrangement, including the transfer of license to IL-1 beta targeting antibodies, and the transfer of license, know-how, process, materials and inventory related to the gevokizumab antibody, which were determined to represent two distinct performance obligations. The Company determined that the Exclusivity Option is not an option with material right because the upfront payments to the Company were not negotiated to provide an incremental discount for the future additional royalties upon exercise of the Exclusivity Option. Therefore, the Company concluded that the Exclusivity Option is not a performance obligation. The additional royalties will be recognized as revenue when, and if, Novartis exercises its option because the Company has no further performance obligations at that point. At the inception of the arrangement, the Company determined that the transaction price under the arrangement was $40.2 million, which consisted of the $25.7 million upfront cash payments, the $14.3 million Servier Loan payoff and the $0.2 million premium on the sale of the common stock. The transaction price was allocated to the two performance obligations based on their standalone selling prices. The Company determined that the nature of the two performance obligations is the right to use the licenses as they exist at the point of transfer, which occurred when the transfer of materials, process and know-how, and filings to regulatory authority were completed. During the year ended December 31, 2017, the Company recognized the entire transaction price of $40.2 million as revenue upon completion of the delivery of the licenses and related materials, process and know-how and filings to regulatory authority. The Company concluded that the development and regulatory milestone payments are solely dependent on Novartis’ performance and achievement of specified events. The Company determined that it is not probable that a significant cumulative revenue reversal will not occur in future periods for these future payments. Therefore, the development and regulatory milestones are fully constrained and excluded from the transaction price as of September 30, 2018. Any consideration related to commercial milestones (including royalties) will be recognized when the related sales occur as they were determined to relate predominantly to the licenses granted to Novartis and therefore, have also been excluded from the transaction price. At the end of each reporting period, the Company will update its assessment of whether an estimate of variable consideration is constrained and update the estimated transaction price accordingly. As of September 30, 2018, and December 31, 2017, there are no contract assets or contract liabilities related to this arrangement. In addition, the Company did not recognize any revenue related to this arrangement during the three and nine months ended September 30, 2018. None of the costs to obtain or fulfill the contract were capitalized. Novartis International – Anti-TGFβ Antibody On September 30, 2015, the Company and Novartis International Pharmaceutical Ltd. (“Novartis International”) entered into a license agreement (the “License Agreement”) under which the Company granted Novartis International an exclusive, world-wide, royalty-bearing license to the Company’s anti-transforming growth factor beta (TGFβ) antibody program (now “NIS793”). Under the terms of the License Agreement, Novartis International has worldwide rights to NIS793 and is responsible for the development and commercialization of antibodies and products containing antibodies arising from NIS793. Unless terminated earlier, the License Agreement will remain in effect, on a country-by-country and product-by-product basis, until Novartis International’s royalty obligations end. The License Agreement contains customary termination rights relating to material breach by either party. Novartis International also has a unilateral right to terminate the License Agreement on an antibody-by-antibody and country-by-country basis or in its entirety on one hundred eighty days’ notice. The Company concluded that there are multiple promised goods and services under the License Agreement, including the transfer of license, regulatory services and transfer of materials, process and know-how, which were determined to represent one combined performance obligation. The Company recognized the entire upfront payment of $37.0 million as revenue in the consolidated statement of comprehensive loss in 2015 as it had completed its performance obligations as of December 31, 2015. During the nine months ended September 30, 2017, Novartis International achieved a clinical development milestone pursuant to the License Agreement and, as a result, the Company earned a $10.0 million milestone payment which was recognized as license fees in the consolidated statement of operations and comprehensive income. As of September 30, 2018, the Company is eligible to receive up to a total of $470.0 million in development, regulatory and commercial milestones. The Company concluded that the development and regulatory milestone payments are solely dependent on Novartis’ performance and achievement of the specified events. The Company determined that it is not probable that a significant cumulative revenue reversal will not occur in future periods for these future payments. Therefore, the remaining development and regulatory milestones are fully constrained and excluded from the transaction price as of September 30, 2018. Any consideration related to commercial milestones (including royalties) will be recognized when the related sales occur as they were determined to relate predominantly to the licenses granted to Novartis and therefore, have also been excluded from the transaction price. At the end of each reporting period, the Company will update its assessment of whether an estimate of variable consideration is constrained and update the estimated transaction price accordingly. The Company is also eligible to receive royalties on sales of licensed products, which are tiered based on sales levels and range from a mid-single digit percentage rate to up to a low double-digit percentage rate. Novartis International’s obligation to pay royalties with respect to a particular product and country will continue for the longer of the date of expiration of the last valid patent claim covering the product in that country, or ten years from the date of the first commercial sale of the product in that country. As of September 30, 2018, and December 31, 2017, there are no contract assets or contract liabilities related to this arrangement. In addition, the Company did not recognize any revenue related to this arrangement during the three and nine months ended September 30, 2018. None of the costs to obtain or fulfill the contract were capitalized. Rezolute On December 6, 2017, the Company entered into a license agreement with Rezolute pursuant to which the Company granted an exclusive global license to Rezolute to develop and commercialize X358 (now “RZ358”) for all indications. The Company and Rezolute also entered into a common stock purchase agreement pursuant to which Rezolute agreed to issue to the Company, as consideration for receiving the license for RZ358, a certain number of its common stock related to its future financing activities. Under the terms of the license agreement, Rezolute is responsible for all development, regulatory, manufacturing and commercialization activities associated with RZ358 and is required to make certain development, regulatory and commercial milestone payments to the Company of up to $232.0 million in the aggregate based on the achievement of pre-specified criteria. Under the license agreement, the Company is also eligible to receive royalties ranging from the high single digits to the mid-teens based upon annual net sales of any commercial product incorporating RZ358. Rezolute is obligated to take customary steps to advance RZ358, including using diligent efforts to commence the next clinical study for RZ358 by a certain deadline and to meet certain spending requirements on an annual basis for the program until a marketing approval application for RZ358 is accepted by the FDA. Rezolute’s obligation to pay royalties with respect to a particular RZ358 product and country will continue for the longer of the date of expiration of the last valid patent claim covering the product in that country, or twelve years from the date of the first commercial sale of the product in that country. Rezolute has an option through June 1, 2019 to obtain an exclusive license for their choice of one of the Company’s preclinical monoclonal antibody fragments, including X129, in exchange for a $1.0 million upfront option fee and additional clinical, regulatory and commercial milestone payments to the Company of up to $237.0 million in the aggregate based on the achievement of pre-specified criteria as well as royalties ranging from the high single digits to the mid-teens based on annual net sales. Pursuant to the license agreement and common stock purchase agreement, the Company is eligible to receive $6.0 million in cash and $12.0 million of Rezolute’s common stock contingent on the completion of Rezolute’s financing activities. Further, in the event that Rezolute does not complete a financing that raises at least $20.0 million in aggregate gross proceeds (“Qualified Financing”) by March 31, 2019 (the “2019 Closing”), the Company will receive an additional number of shares of Rezolute’s common stock equal to $7.0 million divided by the weighted average of the closing bid and ask prices or the average closing prices of Rezolute’s common stock on the ten-day trading period prior to March 31, 2019. Finally, in the event that Rezolute is unable to complete a Qualified Financing by March 31, 2020, the Company is eligible to receive $15.0 million in cash in order to maintain the license. Under the common stock purchase agreement, Rezolute granted the Company the right and option to sell the greater of (i) 5,000,000 shares of common stock or (ii) one third of the aggregate shares held by the Company upon failure by Rezolute to list its shares of its common stock on the Nasdaq Stock Market or a similar national exchange on or prior to December 31, 2018. In addition, under the terms of the license agreement, the Company is eligible to receive a low single digit royalty on sales of Rezolute’s other products from its current programs. Rezolute’s obligation to pay royalties with respect to a particular Rezolute product and country will continue for the longer of twelve years from the date of the first commercial sale of the product in that country or for so long as Rezolute or its licensee is selling such product in such country, provided that such royalty will terminate upon the termination of the licensee’s obligation to make payments to Rezolute based on sales of such product in such country. The license agreement contains customary termination rights relating to material breach by either party. Rezolute also has a unilateral right to terminate the license agreement in its entirety on ninety days’ notice at any time. The Company has the right to terminate the license agreement if Rezolute challenges the licensed patents. On March 30, 2018, the Company and Rezolute amended the license agreement and common stock purchase agreement. The license agreement was amended to add terms specifying the financial responsibility for certain tasks related to the technology transfer of RZ358 license. The common stock purchase agreement was amended as follows: (1) adjusted the total shares due upon the Initial Closing (as defined in the common stock purchase agreement) from $5.0 million in value to 7,000,000 shares; (2) increased the shares due upon a Qualified Financing from $7.0 million in value to $8.5 million in value; and (3) increased the shares due upon the 2019 Closing from $7.0 million in value to $8.5 million in value. All other terms of the license agreement and common stock purchase agreement remain unchanged. Under the license agreement and common stock purchase agreement, no consideration was exchanged upon execution of the arrangement. In consideration for receiving the license for RZ358, Rezolute agreed to issue shares of its common stock and pay cash to the Company upon the occurrence of Rezolute’s financing activities and the amounts to be paid will be based on the timing of those activities. Upon execution of the arrangement, the Company determined that it is not probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to Rezolute. Therefore, the Company determined that there was no contract on December 6, 2017 under ASC 606. During the three months ended March 31, 2018, Rezolute completed an Interim Financing Closing as defined in the common stock purchase agreement resulting in consideration due to XOMA consisting of 69,252 shares of Rezolute’s common stock and cash of $50,000. In addition, during the three months ended March 31, 2018, the Company completed the delivery of the license and related materials, product data/filing, process and know-how to Rezolute. However, the Company determined that the achievement of the Interim Financing Closing and related consideration as well as the amendment in March 2018 were not substantive to overcome the collectability criterion required to establish a contract under ASC 606. Thus, there was no contract as of March 31, 2018 and no revenue was recognized during the three months ended March 31, 2018 under the arrangement. On April 3, 2018, Rezolute closed a debt financing activity for gross proceeds of $4.0 million, which triggered the Initial Closing defined under the amended common stock purchase agreement between the Company and Rezolute. As such, pursuant to the terms of the amended common stock purchase agreement with Rezolute, the Company received 8,023,758 shares of Rezolute’s common stock and cash of $0.5 million. The cash and share consideration in connection with the Interim Financing Closing during the three months ended March 31, 2018 and Initial Closing as noted above were received in April 2018. Under the amended license agreement, XOMA was also entitled to receive $0.3 million of reimbursable technology transfer expenses from Rezolute. The Company concluded that the payment associated with the Initial Closing represents substantially all consideration for the delivered license and technology to Rezolute. Therefore, the Company determined that a contract exists between Rezolute and XOMA under ASC 606 on April 3, 2018. The amended license agreement and amended common stock purchase agreement were accounted for as one arrangement because they were entered into at the same time in contemplation of each other. The Company concluded that there are multiple promised goods and services under the combined arrangement, including the license to RZ358, the transfer of RZ358 materials and product data/filing, and the transfer of process and know-how related to RZ358, which were determined to represent one combined performance obligation. The Company determined that the Additional Product Option is not an option with material right because there was no upfront consideration to the Company that would result to an incremental discount for the future opt in payments. Therefore, the Company concluded that the Additional Product Option is not a performance obligation. The option fee will be recognized as revenue when, and if, Rezolute exercises its option because the Company has no further performance obligations at that point. On April 3, 2018, the Company determined that the transaction price under the arrangement was $1.8 million, which consisted of the 8,093,010 shares of Rezolute’s common stock valued at $1.0 million, $0.5 million in cash, and reimbursable technology transfer expenses of $0.3 million. During the nine months ended September 30, 2018, the Company recognized the entire transaction price of $1.8 million as revenue upon completion of the delivery of the licenses and related materials, product data/filing, process and know-how. The change in fair value of Rezolute’s common stock after the contract inception date was due to the form of the consideration and therefore, not included in the transaction price pursuant to the accounting guidance. The Company accounts for the change in the fair value of its investment in Rezolute’s common stock in other income (expense), net line item of the condensed consolidated statement of operations and comprehensive (loss) income. The Company concluded that the development and regulatory milestone payments are solely dependent on Rezolute’s performance and achievement of the specified events. The Company determined that it is not probable that a significant cumulative revenue reversal will not occur in future periods for these future payments. Therefore, the development and regulatory milestones are fully constrained and excluded from the transaction price as of September 30, 2018. Any consideration related to commercial milestones (including royalties) will be recognized when the related sales occur as they were determined to relate predominantly to the licenses granted to Rezolute and therefore, have also been excluded from the transaction price. At the end of each reporting period, the Company will update its assessment of whether the estimate of variable consideration is constrained and update the estimated transaction price accordingly. As of September 30, 2018, the Company has a receivable from Rezolute related to the reimbursable technology transfer expenses of $0.3 million included in trade and other receivables on the condensed consolidated balance sheet. As of September 30, 2018, there was no contract liability related to this arrangement. As of December 31, 2017, there were no contract assets or contract liability related to this arrangement. None of the costs to obtain or fulfill the contract were capitalized. NIAID Prior to the sale of the Company’s biodefense business discussed in Note 7, the Company performed services under a $64.8 million multiple-year contract funded with federal funds from NIAID (Contract No. HHSN272200800028C), for development of anti-botulinum antibody product candidates. The contract work was being performed on a cost plus fixed fee basis over a three-year period. The Company recognized revenue under the arrangement as the services were performed on a proportional performance basis. Consistent with the Company’s other contracts with the U.S. government, invoices were provisional until finalized. The Company operated under provisional rates from 2010 through 2014, subject to adjustment based on actual rates upon agreement with the government. In 2014, upon completion of NIAID’s review of hours and external expenses, XOMA agreed to exclude certain hours and external expenses resulting in a $0.4 million receivable and $0.8 million deferred revenue balances. As of December 31, 2017, the Company wrote off the $0.4 million receivable from NIAID as the likelihood of collection is remote. The Company classified $0.8 million as contract liabilities on the consolidated balance sheets as of September 30, 2018 and December 31, 2017, respectively. Sale of Future Revenue Streams On December 21, 2016, the Company entered into two Royalty Interest Acquisition Agreements (together, the “Acquisition Agreements”) with HCRP. Under the first Acquisition Agreement, the Company sold its right to receive milestone payments and royalties on future sales of products subject to a License Agreement, dated August 18, 2005, between XOMA and Wyeth Pharmaceuticals (subsequently acquired by Pfizer, Inc. (“Pfizer”)) for an upfront cash payment of $6.5 million, plus potential additional payments totaling $4.0 million in the event three specified net sales milestones are met in 2017, 2018 and 2019. The 2017 sales milestone was not achieved. The Company remains eligible to receive up to $3.0 million if specified net sales milestones are achieved in 2018 and 2019. Under the second Acquisition Agreement, the Company sold all rights to royalties under an Amended and Restated License Agreement dated October 27, 2006 between XOMA and Dyax Corp. for a cash payment of $11.5 million. The Company classified the proceeds received from HCRP as unearned revenue, to be recognized as revenue under units-of-revenue method over the life of the license agreements because of the Company's limited continuing involvement in the Acquisition Agreements. Such limited continuing involvement is related to the Company’s undertaking to cooperate with HCRP in the event of litigation or a dispute related to the license agreements. Because the transaction was structured as a non-cancellable sale, the Company does not have significant continuing involvement in the generation of the cash flows due to HCRP and there are no guaranteed rates of return to HCRP, the Company recorded the total proceeds of $18.0 million as unearned revenue recognized under units-of-revenue method. The Company allocated the total proceeds between the two Acquisition Agreements based on the relative fair value of expected payments to be made to HCRP under the license agreements. The unearned revenue is being recognized as revenue over the life of the underlying license agreements under the "units-of-revenue" method. Under this method, amortization for a reporting period is calculated by computing a ratio of the allocated proceeds received from HCRP to the payments expected to be made by the licensees to HCRP over the term of the Acquisition Agreements, and then applying that ratio to the period’s cash payment. Due to lower than projected product sales, the Company reversed revenue recognized in prior periods under units-of-revenue method under these arrangements by $129,000 during the second quarter 2018. The change in estimate of product sales resulted in net revenue of $96,000 during the nine months ended September 30, 2018. During the three months ended September 30, 2018, the Company recognized $121,000 as revenue under the units-of-revenue method. During the third quarter of 2018, the Shire product underlying the Dyax Corp. license agreement was approved, and we began recognizing revenue under the units-of-revenue method due to sales of the approved product. The Company recognized $0.1 million and $0.3 million as revenue under units-of-revenue method under these arrangements during the three and nine months ended September 30, 2017, respectively. As of September 30, 2018, the current and non-current portion of the remaining unearned revenue recognized under units-of-revenue method was $1.1 million and $16.5 million, respectively. As of December 31, 2017, the Company classified $0.6 million and $17.1 million as current and non-current unearned revenue recognized under units-of-revenue method, respectively.

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Agenus Royalty Purchase Agreement	9 Months Ended
Agenus Royalty Purchase Agreement	Sep. 30, 2018
Royalty Purchase Agreement [Abstract]
Agenus Royalty Purchase Agreement	5. Agenus Royalty Purchase Agreement On September 20, 2018, the Company entered into a Royalty Purchase Agreement (the “Royalty Purchase Agreement”) with Agenus, Inc. (“Agenus”). Under the Royalty Purchase Agreement, the Company purchased from Agenus the right to receive 33% of the future royalties on six Incyte immuno-oncology assets, currently in development, due to Agenus from Incyte Europe Sarl (“Incyte”) (net of certain royalties payable by Agenus to a third party) and 10% of all future developmental, regulatory and commercial milestones related to these assets. However, the Company did not have a right to the expected near-term milestone associated with the entry of INCAGN2390 (anti-TIM-3) into the clinical trials. The future royalties due to Agenus from Incyte are based on low-single to mid-teen digit percentage of applicable net sales. In addition, the Company purchased from Agenus the right to receive 33% of the future royalties on an undisclosed Merck immuno-oncology product currently in clinical development due to Agenus from Merck Sharp & Dohme Corp. (“Merck”) and 10% of all future developmental, regulatory and commercial milestones related to this asset. The future royalties due to Agenus from Merck are based on low single digit percentage of applicable net sales. Pursuant to the Royalty Purchase Agreement, the Company’s share in future potential development, regulatory and commercial milestones is up to $59.5 million. There is no limit on the amount of future royalties on sales that the Company may receive under the agreements. Under the terms of the Royalty Purchase Agreement, the Company paid Agenus $15.0 million. The Company has financed $7.5 million of the purchase price with a term loan under its Loan and Security Agreement with Silicon Valley Bank (“SVB”) (see Note 9). As of September 30, 2018, the Company recorded $15.0 million as long-term royalty receivables in its condensed consolidated balance sheet. No payments are probable to be received under this agreement in the near term.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

6. Fair Value Measurements

Level 1 – Observable inputs, such as quoted prices in active markets for identical assets or liabilities.

The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as follows (in thousands):

	Fair Value Measurements at September 30, 2018 Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Long-term equity securities	$	—	$	—	$	347	$	347

	Fair Value Measurements at December 31, 2017 Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Money market funds ⁽¹⁾	$	34,907	$	—	$	—	$	34,907

(1)

Included in cash and cash equivalents

The following table provides a summary of changes in the estimated fair value of the Company’s Level 3 financial assets for the nine months ended September 30, 2018 (in thousands):

Balance at December 31, 2017	$	—
Fair value of long-term equity securities at contract inception		955
Change in fair value		(608	)
Balance at September 30, 2018	$	347

The estimated fair value of the equity securities was calculated based on the following assumptions as of September 30, 2018 and the contract inception date of April 3, 2018:

	September 30,			April 3,
	2018			2018
Discount for lack of marketability		35	%		30	%
Estimated time to liquidity of shares	1.45 years			1.45 years

Scenario probabilities
Liquidation		80	%		65	%
Near-term sale		5	%		5	%
Near-term financing		15	%		30	%

Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the long-term equity securities.

	September 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Novartis note	$	14,853	$	14,552	$	14,572	$	14,178
SVB Loan		7,181		7,182		—		—
Total	$	22,034	$	21,734	$	14,572	$	14,178

- Definition

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.

+ References + Details

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Dispositions	9 Months Ended
Dispositions	Sep. 30, 2018
Dispositions [Abstract]
Dispositions	7. Dispositions On November 4, 2015, XOMA and Ology Bioservices entered into an asset purchase agreement under which Ology Bioservices agreed to acquire XOMA’s biodefense business and related assets (including certain contracts with the U.S. government), and to assume certain liabilities of XOMA. As part of the transaction, the parties entered into an intellectual property license agreement (the “Ology Bioservices License Agreement”), under which XOMA agreed to license to Ology Bioservices certain intellectual property rights related to the purchased assets. Under the Ology Bioservices License Agreement, the Company was eligible to receive contingent consideration up to a maximum of $4.5 million in cash and 23,008 shares of common stock of Ology Bioservices, based upon Ology Bioservices achieving certain specified future operational objectives. In addition, the Company is eligible to receive 15% royalties on net sales of any future Ology Bioservices products covered by or involving the related patents or know-how. In February 2017, the Company executed an Amendment and Restatement to both the asset purchase agreement and Ology Bioservices License Agreement primarily to (i) remove the obligation to issue 23,008 shares of Ology Bioservices under the asset purchase agreement, and (ii) revise the payment schedule related to the timing of the $4.5 million cash payments due to the Company under the Ology Bioservices License Agreement. Of the $4.5 million, $3.0 million was contingent upon Ology Bioservices achieving certain specified future operating objectives. In the first quarter of 2017, the Company became entitled to receive $1.6 million under the agreement that was received in quarterly payments through September 2018. In the third quarter of 2017, Ology Bioservices achieved the specified operating objectives and the Company earned the $3.0 million milestone fee that was received in monthly payments through July 2018. The Company received $0.5 million and $2.5 million during the three and nine months ended September 30, 2018, and $0.3 million and $0.7 million during the three and nine months ended September 30, 2017, respectively, which was recognized as other income in the condensed consolidated statements of operations and comprehensive (loss) income.

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Restructuring Charges	9 Months Ended
Restructuring Charges	Sep. 30, 2018
Restructuring And Related Activities [Abstract]
Restructuring Charges	8. Restructuring Charges On December 19, 2016, the Board of Directors approved a restructuring of the Company’s business based on its decision to focus the Company’s efforts on clinical development, with an initial focus on the X358 clinical programs. The restructuring included a reduction-in-force in which the Company terminated 57 employees. In early 2017, the Company further revised its strategy to prioritize out-licensing activities and further curtail research and development spending and terminated five additional employees. Charges related to these initiatives were complete by the end of fiscal 2017. At June 30, 2018, the Company completely vacated one of its two leased facilities in Berkeley, California and subleased the majority of the leased space to two subtenants. In connection with the sublease agreement executed in April 2018, the Company recognized a loss on the sublease of $0.6 million, which was recorded in the restructuring charges line item of the condensed consolidated statements of operations and comprehensive (loss) income (see Note 11). In connection with vacating this space, the Company recorded a discounted lease-related restructuring liability of $0.4 million as of June 30, 2018, which was calculated as the present value of the estimated future facility costs for which the Company would obtain no future economic benefit over the term of the lease, net of estimated future sublease income, and adjusted for the remaining balance of deferred rent of $0.6 million. This resulted in the Company recording a credit to restructuring costs of $0.1 million in its condensed consolidated statements of operations and comprehensive (loss) income. As of September 30, 2018, the Company remeasured the restructuring liability based on changes to the timing and amount of estimated future sublease income, which resulted in the Company recording $0.1 million of additional restructuring costs. As of September 30, 2018, the Company completely vacated the other leased facility in Berkeley, California. In connection with vacating this space, the Company recorded a discounted lease-related restructuring liability of $1.0 million as of September 30, 2018, which was calculated as the present value of the estimated future facility costs for which the Company would obtain no future economic benefit over the term of the lease, net of estimated future sublease income, and adjusted for the remaining balance of deferred rent of $0.2 million. This resulted in the Company recording restructuring costs of $0.8 million in its condensed consolidated statements of operations and comprehensive (loss) income for the three months ended September 30, 2018. The Company classified the current portion of the combined lease-related liabilities of $1.3 million within accrued and other liabilities and the non-current portion of $0.5 million within other liabilities- non-current in its condensed consolidated balance sheet as of September 30, 2018.

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Long-Term Debt

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Long-Term Debt

9. Long-Term Debt

Novartis Note

Servier Loan Agreement

Hercules Term Loan

On February 27, 2015, the Company entered into a loan and security agreement with Hercules Technology Growth Capital, Inc. (the “Hercules Term Loan”).

Silicon Valley Bank Loan Agreement

Interest Expense

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Novartis note	$	171	$	126	$	453	$	362
SVB loan		35		—		47		—
Servier loan		—		76		—		431
Hercules loan		—		—		—		311
Other		3		—		57		4
Total interest expense	$	209	$	202	$	557	$	1,108

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Common Stock Warrants

9 Months Ended

Sep. 30, 2018

Warrants And Rights Note Disclosure [Abstract]

Common Stock Warrants

10. Common Stock Warrants

As of September 30, 2018 and December 31, 2017, the following common stock warrants were outstanding:

			Exercise Price		September 30,		December 31,
Issuance Date	Expiration Date	Balance Sheet Classification	per Share		2018		2017
February 2015	February 2020	Stockholders' equity	$	66.20		9,063		9,063
February 2016	February 2021	Stockholders' equity	$	15.40		8,249		8,249
May 2018	May 2028	Stockholders' equity	$	23.69		6,332		—
						23,644		17,312

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Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2018
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	11. Commitments and Contingencies Collaborative Agreements, Royalties and Milestone Payments The Company has committed to make potential future milestone payments to third parties as part of licensing and development programs. Payments under these agreements become due and payable only upon the achievement of certain developmental, regulatory and commercial milestones by the Company’s licensees. Because it is uncertain if and when these milestones will be achieved, such contingencies, aggregating up to $15.5 million (assuming one product per contract meets all milestones events) have not been recorded on the accompanying consolidated balance sheets. The Company is unable to determine precisely when and if payment obligations under the agreements will become due as these obligations are based on milestone events, the achievement of which is subject to a significant number of risks and uncertainties. Lease Agreements The Company leases facilities and office equipment under operating leases expiring on various dates through April 2023. These leases require the Company to pay taxes, insurance, maintenance and minimum lease payments. For each facility lease, the Company has two successive renewal options to extend the lease for five years upon the expiration of the initial lease term. On November 21, 2017, the Company entered into a non-cancellable sublease agreement for a portion of one of its three leased facilities. The term of the sublease agreement commenced on December 26, 2017. Under the term of the sublease agreement, the Company will receive $5.1 million over the term of the sublease, which ends at the same time as the original lease in April 2023. Under the sublease agreement, the Company’s future sublease income will be equal to the amount required to be paid to the Company’s landlord. In addition, the sublease provides for a tenant improvement allowance of $0.8 million to the subtenant, which was funded by the Company in January 2018. Upon execution of the sublease agreement, the Company recognized a loss on the sublease equal to the tenant improvement allowance. Under the sublease agreement, the sub-lessee executed a standby letter of credit naming the Company as the beneficiary amounting to $1.0 million as security under the sublease in the event of uncured default by the sub-lessee. As of September 30, 2018, the Company has not drawn any funds from the letter of credit as there was no default by the sub-lessee. During the three and nine months ended September 30, 2018, the Company recognized $0.4 million and $1.1 million of sublease income under this agreement, respectively. On April 14, 2018, the Company entered into a non-cancellable sublease agreement for a portion of one of its three leased facilities. The term of the sublease agreement commenced on May 1, 2018. Under the term of the sublease agreement, the Company will receive $1.1 million over the term of the sublease, which ends at the same time as the original lease in April 2023. Under the sublease agreement, the Company’s future sublease income is less than the amount required to be paid to the Company’s landlord. In addition, the sublease provides for a tenant improvement allowance of $65,000 to the subtenant, and payment of broker commissions of $89,000. Upon execution of the sublease agreement, the Company recognized a loss on the sublease of $0.6 million, which was recorded in the restructuring charges line item of the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2018 (see Note 8). During the three and nine months ended September 30, 2018, the Company recognized $0.1 million and $0.2 million of sublease income under this agreement.

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Stock-based Compensation

9 Months Ended

Sep. 30, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation

12. Stock-based Compensation

Stock Options

The fair value of the stock options granted during the three and nine months ended September 30, 2018 and 2017, was estimated based on the following weighted average assumptions:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Dividend yield		0	%		0	%		0	%		0	%
Expected volatility		101	%		100	%		101	%		100	%
Risk-free interest rate		2.76	%		1.88	%		2.72	%		1.79	%
Expected term	5.60 years			5.55 years			5.60 years			5.55 years

Stock option activity for the nine months ended September 30, 2018, was as follows:

	Number of shares			Weighted Average Exercise Price Per Share		Weighted Average Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at beginning of year		1,622,065		$	24.54
Granted		285,208			28.00
Exercised		(52,400	)		5.27
Forfeited, expired or cancelled		(202,941	)		44.07
Outstanding at end of period		1,651,932		$	23.35		8.0	$	13,153
Exercisable at end of period		1,001,518		$	27.98		7.4	$	8,765

As of September 30, 2018, $6.5 million of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 1.9 years.

Performance-Based Stock Options

Restricted Stock Units

RSU activity for the nine months ended September 30, 2018, is summarized below:

				Weighted-
Restricted Stock Units:	Number of			Average Grant-
	Shares			Date Fair Value
Unvested balance at January 1, 2018		18,480		$	18.00
Vested		(17,614	)		18.54
Unvested balance at September 30, 2018		866		$	7.02

As of September 30, 2018, $3,000 of unrecognized compensation expense related to employee RSUs is expected to be recognized over a weighted average period of 1.1 years.

Stock-based Compensation Expense

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Research and development	$	97	$	102	$	296	$	774
General and administrative		750		1,936		2,737		4,119
Total stock-based compensation expense	$	847	$	2,038	$	3,033	$	4,893

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Capital Stock	9 Months Ended
Capital Stock	Sep. 30, 2018
Stockholders Equity Note [Abstract]
Capital Stock	13. Capital Stock Biotechnology Value Fund Financing In February 2017, the Company sold 1,200,000 shares of its common stock and 5,003 shares of Series X convertible preferred stock directly to Biotechnology Value Fund, L.P. and certain of its affiliates (“BVF”) in a registered direct offering, for aggregate net cash proceeds of $24.8 million. BVF purchased the shares of common stock from the Company at a price of $4.03 per share, the closing stock price on the date of purchase. Each share of Series X convertible preferred stock has a stated value of $4,030 per share and is convertible into 1,000 shares of registered common stock based on a conversion price of $4.03 per share of common stock. The total number of shares of common stock issued upon conversion of all issued Series X convertible preferred stock will be 5,003,000 shares. Each share is convertible at the option of the holder at any time, provided that the holder will be prohibited from converting into common stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own a number of shares above a conversion blocker, which is initially set at 19.99% of the total common stock then issued and outstanding immediately following the conversion of such shares. As of September 30, 2018, BVF owned approximately 17.9% of the Company’s total outstanding shares, and if all of the Series X convertible preferred shares were converted, BVF would own 48.6% of the Company’s total outstanding common shares. As of September 30, 2018, none of the preferred stock has been converted into shares of the Company’s common stock. The designations, preferences, rights and limitations of the convertible preferred shares are set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series X convertible preferred stock filed with the Delaware Secretary of State. Shares of Series X convertible preferred stock will generally have no voting rights, except as required by law and except that the consent of the holders of the outstanding Series X convertible preferred stock will be required to amend the terms of the Series X preferred stock and to approve certain corporate actions. In the event of the Company’s liquidation, dissolution or winding up, holders of Series X convertible preferred stock will participate, on a pro-rata basis, with any distribution of proceeds to holders of common stock. Holders of Series X convertible preferred stock are entitled to receive dividends on shares of Series X convertible preferred stock equal (on an as if converted to common stock basis) to and in the same form as dividends actually paid on the Company’s common stock or other junior securities. The Company evaluated the Series X convertible preferred stock for liability or equity classification under the applicable accounting guidance, and determined that equity treatment was appropriate because the Series X convertible preferred stock did not meet the definition of the liability instruments defined thereunder for convertible instruments. Specifically, the Series X convertible preferred shares are not mandatorily redeemable and do not embody an obligation to buy back the shares outside of the Company’s control in a manner that could require the transfer of assets. Additionally, the Company determined that the Series X convertible preferred stock would be recorded as permanent equity, not temporary equity, based on the relevant guidance given that they are not redeemable for cash or other assets (i) on a fixed or determinable date, (ii) at the option of the holder, and (iii) upon the occurrence of an event that is not solely within control of the Company. The Company has also evaluated the embedded conversion and redemption features within the Series X convertible preferred stock in accordance with the accounting guidance for derivatives. Based on this assessment, the Company determined that the conversion option is clearly and closely related to the equity host, and thus, bifurcation is not required. The contingent redemption feature was determined to not be clearly and closely related to the equity-like host; however, it met the criteria as a scope exception for derivative accounting. Therefore, the contingent redemption feature was also not bifurcated from the Series X convertible preferred stock. The fair value of the common stock into which the Series X convertible preferred stock is convertible exceeded the allocated purchase price of the Series X convertible preferred stock by $5.6 million on the date of issuance, as such the Company recorded a deemed dividend. The Company recognized the resulting beneficial conversion feature as a deemed dividend equal to the number of shares of Series X convertible preferred stock sold on February 16, 2017 multiplied by the difference between the fair value of the common stock and the Series X convertible preferred stock effective conversion price per share on that date. The dividend was reflected as a one-time, non-cash, deemed dividend to the holders of Series X convertible preferred stock on the date of issuance, which is the date the stock first became convertible. ATM Agreement On November 12, 2015, the Company entered into an At Market Issuance Sales Agreement (the “2015 ATM Agreement”) with Cowen and Company, LLC (“Cowen”), under which the Company may offer and sell from time to time at its sole discretion shares of its common stock through Cowen as its sales agent, in an aggregate amount not to exceed $75 million. Cowen may sell the shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on The NASDAQ Global Market, and also may sell the shares in privately negotiated transactions, subject to the Company’s prior approval. The Company will pay Cowen a commission equal to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2015 ATM Agreement. For the nine months ended September 30, 2018, the Company sold a total of 67,658 shares of common stock under the 2015 ATM Agreement for aggregate gross proceeds of $2.4 million. Total offering costs of $0.1 million were offset against the proceeds upon the sale of common stock. For the nine months ended September 30, 2017, the Company sold a total of 110,252 shares of common stock under the 2015 ATM Agreement for aggregate gross proceeds of $0.6 million. Total offering costs of $0.2 million were offset against the proceeds upon sale of common stock. The shares subject to 2015 ATM Agreement were registered on the shelf registration statement on Form S-3 that expired in February 2018. Common Stock Purchase Agreement In August 2017, in connection with the XOMA-052 License Agreement, the Company and Novartis entered into a Common Stock Purchase Agreement under which Novartis purchased 539,131 shares of the Company’s common stock, at a price per share of $9.2742 for the aggregate purchase price of $5.0 million in cash. The fair market value of the common stock issued to Novartis AG was $4.8 million, based on the closing stock price of $8.93 per share on the effective date of the Common Stock Purchase Agreement, or August 24, 2017. The excess of the purchase price over the fair market value of the common stock represents a premium of $0.2 million which was accounted for as additional consideration to the license agreements (see Note 4 for further discussion). The shares issued to Novartis are unregistered securities and the Company agreed to use commercially reasonable efforts to make and keep public information available and timely file all reports and other documents with the SEC as required of the Company under the Securities Exchange Act of 1934, as amended. Under the Common Stock Purchase Agreement, upon a request by Novartis, the Company will use commercially reasonable efforts to register the shares for resale under the Securities Act on a registration statement on Form S-3, to be filed within 60 days of the written request, and will use commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act until the date all of the shares of common stock covered by such registration statement have been sold or can be sold publicly without restriction or limitation under Rule 144.

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Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	14. Income Taxes No provision was made for federal income tax since the Company has incurred net operating losses during the three and nine months ended September 30, 2018. The Company’s provision for income taxes for the three and nine months ended September 30, 2017 differs from the amounts computed by multiplying the federal statutory rate by income before taxes primary due to a reduction in the valuation allowance and the use of a tax credit carryforward. As of September 30, 2018 and December 31, 2017, the Company had a total of $4.5 million of net unrecognized tax benefits, none of which would affect the effective tax rate upon realization. The Company does not expect its unrecognized tax benefits to change significantly over the next twelve months. In accordance with SAB 118, the effects of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) may be adjusted within a one-year measurement period from the enactment date for items that were previously reported as provisional, or where a provisional estimate could not be made. As described in the footnotes to the Annual Report on Form 10-K, the Company’s accounting for the tax effects of enactment of the Tax Reform Act is being assessed; the Company made a reasonable estimate of the effects on its existing deferred tax balances and valuation allowance. The Company determined that the re-measurement of certain deferred tax assets and liabilities and corresponding valuation allowance was a provisional amount at December 31, 2017. The income tax provision for the nine months ended September 30, 2018 did not reflect any adjustment to the previously assessed Tax Act enactment effect. The Company will continue to assess forthcoming guidance and accounting interpretations on the effects of the Tax Act and expects to complete its analysis within the measurement period in accordance with the SEC guidance.

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Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	15. Subsequent Events Sublease In October 2018, the Company entered into a non-cancellable sublease agreement for a portion of one of its three leased facilities. The term of the sublease agreement commenced on October 24, 2018. Under the term of the sublease agreement, the Company will receive $1.7 million over the term of the sublease, which ends at the same time as the original lease in May 2021. Rights Offering In November 2018, the Company announced its intent to commence a rights offering pursuant to which the Company would raise up to approximately $20.0 million through the distribution of subscription rights to holders of its common stock and Series X preferred stock. In addition, the Company executed an investment agreement with BVF which has agreed to purchase at a minimum its as-converted pro rata share of the offering amount, and will purchase an amount of securities, up to approximately $20.0 million, that are not subscribed for by the Company’s other stockholders in the rights offering.

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Basis of Presentation and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Liquidity and Financial Condition	Liquidity and Financial Condition With the exception of the year ended December 31, 2017, the Company has typically incurred significant operating losses and negative cash flows from operations since its inception. As of September 30, 2018, the Company had cash and cash equivalents of $28.4 million. Based on the Company’s current cash and cash equivalents balance and its ability to control discretionary spending, such as royalty acquisitions, the Company has evaluated and concluded there are no conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for a period of one year following the date that these financial statements are issued.
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions among consolidated entities were eliminated upon consolidation. The unaudited consolidated financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules certain footnotes or other financial information can be condensed or omitted. These financial statements and related disclosures have been prepared with the assumption that users of the interim financial information have read or have access to the audited consolidated financial statements for the preceding fiscal year. Accordingly, these statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 7, 2018. These financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s consolidated financial information. The interim results of operations are not necessarily indicative of the results that may be expected for the full year.
Reclassification	Reclassification Certain prior period year amounts have been reclassified to conform to the current quarter presentation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. On an ongoing basis, management evaluates its estimates including, but not limited to, those related to revenue recognition, long-term equity securities, debt amendments, long-lived assets, restructuring liabilities, legal contingencies, and stock-based compensation. The Company bases its estimates on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates, such as the Company’s billing under past government contracts and amortization of the payments received from HealthCare Royalty Partners II, L.P. (“HCRP”). Under the Company’s contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a part of the National Institutes of Health (“NIH”), the Company billed using NIH’s provisional rates and thus is subject to future audits at the discretion of NIAID’s contracting office. These audits can result in an adjustment to revenue previously reported which potentially could be material. In addition, under the contracts with HCRP, the amortization for the reporting period is calculated based on the payments expected to be made by the licensees to HCRP over the term of the arrangement. Any changes to the estimated payments by the licensees to HCRP can result in a material adjustment to revenue previously reported.
Restructuring and Impairment Charges	Restructuring and Impairment Charges Restructuring costs are primarily comprised of severance costs related to workforce reductions, contract termination costs, lease-related liability and asset impairments. The Company recognizes restructuring charges when the liability has been incurred, except for employee termination benefits that are incurred over time. Generally, employee termination benefits (i.e., severance costs) are accrued at the date management has committed to a plan of termination and employees have been notified of their termination dates and expected severance payments. Key assumptions in determining the restructuring costs include the terms and payments that may be negotiated to terminate certain contractual obligations and the timing of employees leaving the Company. Other costs, including contract termination costs, are recorded when the arrangement is terminated. Asset impairment charges have been, and will be, recognized when management has concluded that the assets have been impaired. For lease-related liability, the Company recognizes the present value of facility lease-related obligations, net of estimated sublease income and other costs, when the Company has future payments with no future economic benefit. In future periods the Company will record accretion expense to increase the liability to an amount equal to the estimated future cash payments necessary to exit the leases. This requires judgment and management estimation to determine the expected time frame for securing a subtenant, the amount of sublease income to be received and the appropriate discount rate to calculate the present value of the future cash flows. Should actual lease costs differ from estimates, the Company may be required to adjust the restructuring charge which will impact operating expenses in the period any adjustment is recorded.
Revenue Recognition	Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC 606") using the modified retrospective transition method and applied the standard only to contracts that are still active or in place at that date. Also, as permitted, the Company applied the practical expedient under ASC 606 which permits the Company to treat all contract modifications that occurred prior to the adoption in aggregate when determining the performance obligations, transaction price and its allocation. Except for the Company’s license agreement with Rezolute, Inc. (formerly AntriaBio, Inc.) (“Rezolute”), the Company did not have any other contracts with customers for which the Company had not completed its performance obligations as of the adoption date January 1, 2018. The license agreement with Rezolute was not considered a contract under ASC 606 as it is not probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to Rezolute and there was no consideration exchanged upon execution of the arrangement or as of January 1, 2018 (see Note 4). Thus, the Company determined that the adoption of ASC 606 did not have a financial impact on the Company's consolidated financial statements. In addition, the adoption of ASC 606 has no material impact for tax purposes. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation based on relative fair values, when (or as) the performance obligation is satisfied. The Company recognizes revenue from its license and collaboration arrangements and royalties. The terms of the arrangements generally include payment to the Company of one or more of the following: non-refundable, upfront license fees, development, regulatory and commercial milestone payments, and royalties on net sales of licensed products. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, such as transfer of related materials, process and know-how, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. Under the Company’s license agreements, the nature of the combined performance obligation is the granting of licenses to the customers as the other promises are not separately identifiable in the context of the arrangement. Since the Company grants the license to a customer as it exists at the point of transfer, and is not involved in any future development or commercialization of the products related to the license, the nature of the license is a right to use the Company’s intellectual property as transferred. As such, the Company recognizes revenue related to the combined performance obligation upon completion of the delivery of the related materials, process and know-how (i.e., at a point in time). Milestone payments: At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. The Company expects to use the most likely amount method for development and regulatory milestone payments. If it is probable that a significant cumulative revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Upfront payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less.
Sale of Future Revenue Streams	Sale of Future Revenue Streams The Company has sold its rights to receive certain milestones and royalties on product sales. In the circumstance where the Company has sold its rights to future milestones and royalties under a license agreement and also maintains limited continuing involvement in the arrangement (but not significant continuing involvement in the generation of the cash flows that are due to the purchaser), the Company defers recognition of the proceeds it receives for the sale of milestone or royalty streams and recognizes such unearned revenue as revenue under units-of-revenue method over the life of the underlying license agreement. Under the units-of-revenue method, amortization for a reporting period is calculated by computing a ratio of the proceeds received from the purchaser to the total payments expected to be made to the purchaser over the term of the agreement, and then applying that ratio to the period’s cash payment. Estimating the total payments expected to be received by the purchaser over the term of such arrangements requires management to use subjective estimates and assumptions. Changes to the Company’s estimate of the payments expected to be made to the purchaser over the term of such arrangements could have a material effect on the amount of revenues recognized in any particular period.
Stock-Based Compensation	Stock-Based Compensation The Company recognizes compensation expense for all stock-based payment awards made to the Company’s employees, consultants and directors that are expected to vest based on estimated fair values. The valuation of stock option awards is determined at the date of grant using the Black-Scholes Option Pricing Model (the “Black-Scholes Model”). The Black-Scholes Model requires inputs such as the expected term of the option, expected volatility and risk-free interest rate. To establish an estimate of expected term, the Company considers the vesting period and contractual period of the award and its historical experience of stock option exercises, post-vesting cancellations and volatility. The estimate of expected volatility is based on the Company’s historical volatility. The risk-free rate is based on the yield available on United States Treasury zero-coupon issues corresponding to the expected term of the award. The Company records forfeitures when they occur. The Company records compensation expense for service-based awards over the vesting period of the award on a straight-line basis. For awards with performance-based conditions, the Company records the expense over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The valuation of restricted stock units (“RSUs”) is determined at the date of grant using the Company’s closing stock price.
Equity Securities	Equity Securities Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The amendment requires equity investments (except those accounted for under the equity method, those that result in consolidation of the investee and certain other investments) to be measured at fair value with any changes in fair value recognized in net (loss) income. For equity investments that do not have readily determinable fair values and do not qualify for the existing practical expedient in ASC 820, Fair Value Measurements, to estimate fair value using the net asset value per share of the investment, the Company may choose to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In February 2018, the Financial Accounting Standards Board (“FASB”) also issued ASU 2018-03, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2018-03), which made improvements to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2018-03 is effective for fiscal years beginning after December 15, 2017, and interim periods beginning after June 15, 2018, but may be adopted concurrently with ASU 2016-01. As permitted, the Company adopted ASU 2016-01 and ASU 2018-03 concurrently on January 1, 2018. The adoption had no impact on the condensed consolidated financial statements as the Company did not have any equity investments that existed as of the adoption date. Subsequent to the adoption date, the Company received shares of common stock from Rezolute (Note 4). Equity investments in Rezolute are classified in the consolidated balance sheets as long-term equity securities. The equity securities are measured at fair value, with changes in fair value recorded in other income (expense), net line item of the consolidated statement of operations and comprehensive (loss) income at each reporting period. The Company remeasures its equity investments at each reporting period until such time that the investment is sold or disposed of. If the Company sells an investment, any realized gains and losses on the sale of the securities will be recognized in the consolidated statement of operations and comprehensive (loss) income in the period of sale.
Net (Loss) Income per Share Available to Common Stockholders	Net (Loss) Income per Share Available to Common Stockholders Basic net (loss) income per share available to common stockholders is based on the weighted average number of shares of common stock outstanding during the period. Net (loss) income available to common stockholders consists of net (loss) income, as adjusted for the convertible preferred stock deemed dividends related to the beneficial conversion feature on this instrument at issuance. During periods of income, the Company allocates participating securities a proportional share of net income, after deduction of any deemed dividends on preferred stock, determined by dividing total weighted average participating securities by the sum of the total weighted average number of common stock and participating securities (the “two-class method”). The Company’s convertible preferred stock participates in any dividends declared by the Company on its common stock and are therefore considered to be participating securities. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. Diluted net (loss) income per share available to common stockholders is based on the weighted average number of shares outstanding during the period, adjusted to include the assumed conversion of preferred stock, and the exercise of certain stock options, RSUs, and warrants for common stock. The calculation of diluted (loss) income per share available to common stockholders requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of any outstanding options, RSUs or warrants and the presumed exercise of such securities are dilutive to earnings (loss) per share available to common stockholders for the period. Adjustments to the denominator are required to reflect the related dilutive shares.
Concentration of Risk	Concentration of Risk Cash equivalents and receivables are financial instruments which potentially subject the Company to concentrations of credit risk, as well as liquidity risk for certain cash equivalents, such as money market funds. As of September 30, 2018, the Company had no cash equivalents. As of December 31, 2017, cash equivalents consist of money market funds which were held by major financial institutions which management believes are of high credit quality. The Company has not encountered any such liquidity issues during 2018. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the three months ended September 30, 2018, three partners represented 56%, 28% and 14% of total revenues. For the nine months ended September 30, 2018, three partners represented 50%, 21% and 17% of total revenues. For the three months ended September 30, 2017, one partner represented 98% of total revenues. For the nine months ended September 30, 2017, one partner represented 96% of total revenues. As of September 30, 2018, three partners represented 43%, 28% and 22% of the trade receivables balance, respectively. As of December 31, 2017, one partner represented 100% of the trade receivables balance.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 is aimed at making leasing activities more transparent and comparable, and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. Early adoption is permitted and must be adopted using a modified retrospective approach. In July 2018, however, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities with an additional (and optional) transition method which would enable entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings/accumulated deficit. This optional transition method is in addition to the modified retrospective transition approach included in ASU 2016-02. The new standard will be effective for the Company on January 1, 2019 and will be adopted by recognizing a cumulative effect adjustment to the opening balance of retained earnings as of that date. The effect of adoption on the Company's financial statements will depend on the leases in effect and the Company's borrowing rates at that time, but based on the Company's existing leases, adoption is expected to result in a significant increase in assets and liabilities on the balance sheet, and no significant change to the consolidated statement of operations and comprehensive (loss) income. In June 2018, the FASB issued ASU 2018-07, Compensation- Stock Compensation (Topic 718) “Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for certain exemptions specified in the amendment. ASU 2018-07 is effective for the Company’s interim and annual reporting periods during the year ending December 31, 2019, and all annual and interim reporting periods thereafter. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company elected to early adopt this standard on June 30, 2018. The adoption did not have a material impact on the condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which modifies, removes and adds certain disclosure requirements on fair value measurements based on the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The ASU is effective for the Company’s interim and annual reporting periods during the year ended December 31, 2020, and all annual and interim reporting period thereafter. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of ASU 2018-13. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date. The Company early adopted the guidance related to removal of disclosures upon issuance of this ASU and will delay adoption of additional disclosures as permitted under the ASU. The Company does not believe adoption of the guidance will have a significant impact on its condensed consolidated financial statements.
Fair Value Measurements	The Company records its financial assets and liabilities at fair value. The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, trade receivables and accounts payable, approximate their fair value due to their short maturities. Fair value is defined as the exchange price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance for fair value establishes a framework for measuring fair value and a fair value hierarchy that prioritizes the inputs used in valuation techniques. The accounting standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1 – Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs, either directly or indirectly, other than quoted prices in active markets for identical assets or liabilities, such as quoted prices in active markets for similar assets or liabilities, quoted prices 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 assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities; therefore, requiring an entity to develop its own valuation techniques and assumptions.

XML 33 R22.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Financial Statements Detail (Tables)

9 Months Ended

Sep. 30, 2018

Condensed Consolidated Financial Statements Detail [Abstract]

Accrued and Other Liabilities

Accrued and other liabilities consisted of the following (in thousands):

	September 30,		December 31,
	2018		2017
Accrued legal and accounting fees	$	244	$	431
Accrued restructuring		1,205		130
Accrued incentive compensation		280		229
Deferred rent		—		765
Liability related to sublease		83		800
Accrued payroll and other benefits		146		141
Other		201		197
Total	$	2,159	$	2,693

Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) per Share Available to Common Stockholders

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Numerator
Net (loss) income	$	(4,578	)	$	26,344		$	(10,331	)	$	15,915
Less: Deemed dividend on convertible preferred stock		—			—			—			(5,603	)
Less: Allocation of undistributed earnings to participating securities		—			(10,306	)		—			(3,703	)
Net (loss) income available to common stockholders, basic	$	(4,578	)	$	16,038		$	(10,331	)	$	6,609
Adjustments to undistributed earnings allocated to participating securities		—			380			—			60
Net (loss) income available to common stockholders, diluted	$	(4,578	)	$	16,418		$	(10,331	)	$	6,669
Denominator
Weighted average shares used in computing basic net (loss) income per share available to common stockholders		8,386			7,786			8,354			7,424
Effect of dilutive stock options		—			489			—			193
Weighted average shares used in computing diluted net (loss) income per share available to common stockholders		8,386			8,275			8,354			7,617

Outstanding Securities Considered Anti-Dilutive

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Convertible preferred stock		5,003		—		5,003		4,160
Common stock options and RSUs		1,644		313		1,638		753
Warrants for common stock		24		19		21		139
Total		6,671		332		6,662		5,052

XML 34 R23.htm IDEA: XBRL DOCUMENT

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2018

Fair Value Disclosures [Abstract]

Financial Assets and Liabilities Carried at Fair Value on Recurring Basis

The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as follows (in thousands):

	Fair Value Measurements at September 30, 2018 Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Long-term equity securities	$	—	$	—	$	347	$	347

	Fair Value Measurements at December 31, 2017 Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Money market funds ⁽¹⁾	$	34,907	$	—	$	—	$	34,907

(1)

Included in cash and cash equivalents

Summary of Changes in Estimated Fair Value of Level 3 Financial Assets

The following table provides a summary of changes in the estimated fair value of the Company’s Level 3 financial assets for the nine months ended September 30, 2018 (in thousands):

Balance at December 31, 2017	$	—
Fair value of long-term equity securities at contract inception		955
Change in fair value		(608	)
Balance at September 30, 2018	$	347

Estimated Fair Value of Equity Securities Assumptions

The estimated fair value of the equity securities was calculated based on the following assumptions as of September 30, 2018 and the contract inception date of April 3, 2018:

	September 30,			April 3,
	2018			2018
Discount for lack of marketability		35	%		30	%
Estimated time to liquidity of shares	1.45 years			1.45 years

Scenario probabilities
Liquidation		80	%		65	%
Near-term sale		5	%		5	%
Near-term financing		15	%		30	%

Outstanding Long Term Debt Carrying Amount and Estimated Fair Value

The carrying amount and the estimated fair value of the Company’s outstanding long-term debt at September 30, 2018, and December 31, 2017, are as follows (in thousands):

	September 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Novartis note	$	14,853	$	14,552	$	14,572	$	14,178
SVB Loan		7,181		7,182		—		—
Total	$	22,034	$	21,734	$	14,572	$	14,178

XML 35 R24.htm IDEA: XBRL DOCUMENT

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Interest Expense and Amortization of Debt Issuance Costs and Discounts

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Novartis note	$	171	$	126	$	453	$	362
SVB loan		35		—		47		—
Servier loan		—		76		—		431
Hercules loan		—		—		—		311
Other		3		—		57		4
Total interest expense	$	209	$	202	$	557	$	1,108

XML 36 R25.htm IDEA: XBRL DOCUMENT

Common Stock Warrants (Tables)

9 Months Ended

Sep. 30, 2018

Warrants And Rights Note Disclosure [Abstract]

Summary of Common Stock Warrants Outstanding

As of September 30, 2018 and December 31, 2017, the following common stock warrants were outstanding:

			Exercise Price		September 30,		December 31,
Issuance Date	Expiration Date	Balance Sheet Classification	per Share		2018		2017
February 2015	February 2020	Stockholders' equity	$	66.20		9,063		9,063
February 2016	February 2021	Stockholders' equity	$	15.40		8,249		8,249
May 2018	May 2028	Stockholders' equity	$	23.69		6,332		—
						23,644		17,312

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

XML 37 R26.htm IDEA: XBRL DOCUMENT

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Weighted Average Assumptions

The fair value of the stock options granted during the three and nine months ended September 30, 2018 and 2017, was estimated based on the following weighted average assumptions:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Dividend yield		0	%		0	%		0	%		0	%
Expected volatility		101	%		100	%		101	%		100	%
Risk-free interest rate		2.76	%		1.88	%		2.72	%		1.79	%
Expected term	5.60 years			5.55 years			5.60 years			5.55 years

Stock Option Activity

Stock option activity for the nine months ended September 30, 2018, was as follows:

	Number of shares			Weighted Average Exercise Price Per Share		Weighted Average Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at beginning of year		1,622,065		$	24.54
Granted		285,208			28.00
Exercised		(52,400	)		5.27
Forfeited, expired or cancelled		(202,941	)		44.07
Outstanding at end of period		1,651,932		$	23.35		8.0	$	13,153
Exercisable at end of period		1,001,518		$	27.98		7.4	$	8,765

RSU Activity

RSU activity for the nine months ended September 30, 2018, is summarized below:

				Weighted-
Restricted Stock Units:	Number of			Average Grant-
	Shares			Date Fair Value
Unvested balance at January 1, 2018		18,480		$	18.00
Vested		(17,614	)		18.54
Unvested balance at September 30, 2018		866		$	7.02

Stock-based Compensation Expense

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Research and development	$	97	$	102	$	296	$	774
General and administrative		750		1,936		2,737		4,119
Total stock-based compensation expense	$	847	$	2,038	$	3,033	$	4,893

XML 38 R27.htm IDEA: XBRL DOCUMENT

Description of Business - Additional Information (Details) - USD ($)
$ in Thousands

Sep. 30, 2018

Dec. 31, 2017

Description Of Business [Abstract]

Basis Of Presentation And Significant Accounting Policies [Line Items]

$ 28,433

$ 43,471

^[1]

[1]	The condensed consolidated balance sheet as of December 31, 2017 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

XML 39 R28.htm IDEA: XBRL DOCUMENT

Basis of Presentation and Significant Accounting Policies - Additional Information (Details)

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2018

USD ($)

Customer

Sep. 30, 2017

USD ($)

Customer

Sep. 30, 2018

USD ($)

Customer

Sep. 30, 2017

USD ($)

Customer

Dec. 31, 2017

USD ($)

Customer

Allocation of undistributed earnings to participating securities

$ 10,306,000

$ 0

$ 3,703,000

Cash equivalents

$ 28,433,000

28,433,000

$ 43,471,000

^[1]

Customer Concentration Risk [Member]

Basis Of Presentation And Significant Accounting Policies [Line Items]

Cash equivalents

$ 0

Customer Concentration Risk [Member] | Trade Receivables [Member]

Basis Of Presentation And Significant Accounting Policies [Line Items]

Number of major partners | Customer

Customer Concentration Risk [Member] | Trade Receivables [Member] | Partner 1 [Member]

Basis Of Presentation And Significant Accounting Policies [Line Items]

Customer Concentration Risk [Member] | Trade Receivables [Member] | Partner 2 [Member]

43.00%

100.00%

Basis Of Presentation And Significant Accounting Policies [Line Items]

Customer Concentration Risk [Member] | Trade Receivables [Member] | Partner 3 [Member]

28.00%

Basis Of Presentation And Significant Accounting Policies [Line Items]

Customer Concentration Risk [Member] | Revenues [Member]

22.00%

Basis Of Presentation And Significant Accounting Policies [Line Items]

Number of major partners | Customer

Customer Concentration Risk [Member] | Revenues [Member] | Partner 1 [Member]

Basis Of Presentation And Significant Accounting Policies [Line Items]

Customer Concentration Risk [Member] | Revenues [Member] | Partner 2 [Member]

56.00%

98.00%

50.00%

96.00%

Basis Of Presentation And Significant Accounting Policies [Line Items]

Customer Concentration Risk [Member] | Revenues [Member] | Partner 3 [Member]

28.00%

21.00%

Basis Of Presentation And Significant Accounting Policies [Line Items]

Cash and Cash Equivalents [Line Items]

14.00%

17.00%

[1]	The condensed consolidated balance sheet as of December 31, 2017 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

XML 40 R29.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Financial Statements Detail - Additional Information 1 (Details) - USD ($)
$ in Thousands

Sep. 30, 2018

Dec. 31, 2017

Cash and Cash Equivalents [Line Items]

$ 28,433

$ 43,471

^[1]

Money market funds

8,600

Demand Deposits [Member]

Accrued and other liabilities [Abstract]

$ 28,400

$ 34,900

[1]	The condensed consolidated balance sheet as of December 31, 2017 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

XML 41 R30.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Financial Statements Detail - Additional Information 2 (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018 USD ($)	Sep. 30, 2018 USD ($)
Long-term Equity Securities [Line Items]
Long-term equity securities	$ 347	$ 347
Change in fair value of long-term equity securities		608
Rezolute [Member]
Long-term Equity Securities [Line Items]
Long-term equity securities	300	300
Change in fair value of long-term equity securities	$ 200	$ 600

XML 42 R31.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Financial Statements Detail - Additional Information 3 (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Property, Plant and Equipment [Line Items]
Total proceeds from sale and disposal of certain equipment		$ 1.6
Total carrying value of equipment sold and disposed	$ 0.1	0.5
Other Income (Expense) [Member]
Property, Plant and Equipment [Line Items]
Gain (loss) on sale of equipment	$ (0.1)	$ 1.1

XML 43 R32.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Financial Statements Detail - Accrued and Other Liabilities (Details) - USD ($)
$ in Thousands

Sep. 30, 2018

Dec. 31, 2017

Accrued legal and accounting fees

$ 244

$ 431

Accrued restructuring

1,205

130

Accrued incentive compensation

280

229

Deferred rent

765

Liability related to sublease

800

Accrued payroll and other benefits

146

141

Other

201

197

Total

$ 2,159

$ 2,693

^[1]

[1]	The condensed consolidated balance sheet as of December 31, 2017 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

XML 44 R33.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Financial Statements Detail - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) per Share Available to Common Stockholders (Details) - USD ($) shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Numerator
Net (loss) income	$ (4,578,000)	$ 26,344,000	$ (10,331,000)	$ 15,915,000
Less: Deemed dividend on convertible preferred stock				(5,603,000)
Less: Allocation of undistributed earnings to participating securities		(10,306,000)	0	(3,703,000)
Net (loss) income available to common stockholders, basic	(4,578,000)	16,038,000	(10,331,000)	6,609,000
Adjustments to undistributed earnings allocated to participating securities		(380,000)		(60,000)
Net (loss) income available to common stockholders, diluted	$ (4,578,000)	$ 16,418,000	$ (10,331,000)	$ 6,669,000
Denominator
Weighted average shares used in computing basic net (loss) income per share available to common stockholders	8,386	7,786	8,354	7,424
Effect of dilutive stock options		489		193
Weighted average shares used in computing diluted net (loss) income per share available to common stockholders	8,386	8,275	8,354	7,617

XML 45 R34.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Financial Statements Detail - Outstanding Securities Considered Anti-Dilutive (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	6,671	332	6,662	5,052
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	5,003		5,003	4,160
Common Stock Options and RSUs [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,644	313	1,638	753
Warrants for Common Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	24	19	21	139

XML 46 R35.htm IDEA: XBRL DOCUMENT

Licensing and Other Arrangements - Novartis - Additional Information (Details) $ / shares in Units, € in Millions				3 Months Ended	9 Months Ended		12 Months Ended
	Aug. 24, 2017 USD ($) Agreement Obligation $ / shares shares	Aug. 24, 2017 EUR (€) Agreement Obligation shares	Sep. 30, 2015	Sep. 30, 2018 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2015 USD ($)
Novartis Pharma AG [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Upfront payment received	$ 25,700,000
Common stock aggregate fair value	4,800,000
Common stock premium	$ 200,000
Number of license agreements \| Agreement	2	2
Number of performance obligations \| Obligation	2	2
Remaining performance obligations	$ 0
License agreement transaction price	40,200,000
Contract liabilities				$ 0	$ 0		$ 0
Contract assets				0	0		0
Revenue recognize				0	0
Capitalized contract costs				0	0
Novartis Pharma AG [Member] \| Licenses and Related Materials, Process and Know-How and Filings to Regulatory Authority [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Recognized the entire transaction price as revenue upon completion of delivery							40,200,000
Novartis Pharma AG [Member] \| Common Stock [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Cash received from sale of shares	$ 5,000,000
Number of shares sold \| shares	539,131	539,131
Sale of stock price per share \| $ / shares	$ 9.2742
Common stock closing price \| $ / shares	$ 8.93
Novartis Pharma AG [Member] \| Les Laboratories Servier [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Repayments of debt	$ 14,300,000	€ 12.0
Novartis Pharma AG [Member] \| XOMA-052 License Agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
License agreement consideration received	30,000,000
Upfront payment received	15,700,000
Eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones	$ 438,000,000
Agreement termination prior written notice period	6 months	6 months
Novartis Pharma AG [Member] \| IL-1 Target License Agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Upfront payment received	$ 10,000,000
Novartis International [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Cash received from sale of shares	$ 5,000,000
Number of shares sold \| shares	539,131	539,131
Common stock aggregate fair value	$ 4,800,000
Common stock closing price \| $ / shares	$ 8.93
Common stock premium	$ 200,000
Novartis International [Member] \| License Agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones					470,000,000
Contract liabilities				0	0		0
Contract assets				0	0		$ 0
Revenue recognize				0	0
Capitalized contract costs				$ 0	$ 0
Agreement termination notice period			180 days
Upfront payment recognized as revenue								$ 37,000,000
Milestone received under the collaboration agreement						$ 10,000,000

XML 47 R36.htm IDEA: XBRL DOCUMENT

Licensing and Other Arrangements - Rezolute - Additional Information (Details)						3 Months Ended	9 Months Ended	18 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Apr. 03, 2018 USD ($) Obligation shares	Mar. 30, 2018 USD ($) shares	Dec. 06, 2017 USD ($) shares	Mar. 31, 2018 USD ($) shares	Sep. 30, 2018 USD ($)	Jun. 01, 2019 USD ($)	Dec. 31, 2017 USD ($)
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Gross proceeds from debt financing activity							$ 7,500,000
Rezolute [Member] \| Initial Closing [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Common stock value receivable				$ 5,000,000
Rezolute [Member] \| Qualified Financing [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Common stock value receivable				7,000,000
Rezolute [Member] \| 2019 Closing [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Common stock value receivable				$ 7,000,000
Rezolute [Member] \| License Agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Future milestone payments, maximum					$ 232,000,000
Eligible to receive in cash					6,000,000
Eligible to receive common stock, financing activities					$ 12,000,000
Number of shares of common stock held for future issuance \| shares					5,000,000
Common stock purchase agreement description							Under the common stock purchase agreement, Rezolute granted the Company the right and option to sell the greater of (i) 5,000,000 shares of common stock or (ii) one third of the aggregate shares held by the Company upon failure by Rezolute to list its shares of its common stock on the Nasdaq Stock Market or a similar national exchange on or prior to December 31, 2018.
Percentage of aggregate shares held for future issuance					33.33%
Agreement termination notice period					90 days
Reimbursable technology transfer expenses received							$ 300,000
Contract assets									$ 0
Contract liabilities							$ 0		0
Capitalized contract costs									$ 0
Rezolute [Member] \| License Agreement [Member] \| Forecast [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Future milestone payments, maximum								$ 237,000,000
Upfront option fee								$ 1,000,000
Gross proceeds from qualified financing		$ 20,000,000
Additional common stock receive for qualified financing		$ 7,000,000
Common stock, trading period		10 days
Eligible to receive, in order to maintain license agreement	$ 15,000,000
Rezolute [Member] \| Amended Common Stock Purchase Agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Common stock received \| shares			8,023,758
Cash received			$ 500,000
Gross proceeds from debt financing activity			4,000,000
Reimbursable technology transfer expenses received			$ 300,000
Rezolute [Member] \| Amended Common Stock Purchase Agreement [Member] \| Initial Closing [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Common stock shares receivable \| shares				7,000,000
Rezolute [Member] \| Amended Common Stock Purchase Agreement [Member] \| Qualified Financing [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Common stock value receivable				$ 8,500,000
Rezolute [Member] \| Amended Common Stock Purchase Agreement [Member] \| 2019 Closing [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Common stock value receivable				$ 8,500,000
Rezolute [Member] \| Common Stock Purchase Agreement [Member] \| Interim Financing Closing [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Common stock received \| shares						69,252
Cash received						$ 50,000
Contract revenue						$ 0
Rezolute [Member] \| Amended License Agreement and Amended Common Stock Purchase Agreement [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Common stock received \| shares			8,093,010
Cash received			$ 500,000
Reimbursable technology transfer expenses received			$ 300,000
Number of performance obligations \| Obligation			1
Upfront consideration to incremental discount for future payment			$ 0
Remaining performance obligations			0
License agreement transaction price			1,800,000
Value of common stock received			1,000,000
Rezolute [Member] \| Amended License Agreement and Amended Common Stock Purchase Agreement [Member] \| Licenses and Related Materials, Product Data/Filing, Process and Know-how [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Recognized the entire transaction price as revenue upon completion of delivery			$ 1,800,000

XML 48 R37.htm IDEA: XBRL DOCUMENT

Licensing and Other Arrangements - NIAID - Additional Information (Details) - USD ($)
$ in Thousands

1 Months Ended

12 Months Ended

Sep. 30, 2008

Dec. 31, 2017

Sep. 30, 2018

Dec. 31, 2014

Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]

Unearned revenue recognized under units-of-revenue method – long-term

$ 17,123

^[1]

$ 16,522

National Institute of Allergy and Infectious Diseases "NIAID" [Member]

Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]

Contract liabilities

800

$ 800

National Institute of Allergy and Infectious Diseases "NIAID" [Member] | Arrangement with Governmental Agency 2 [Member]

Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]

Total contract amount awarded

$ 64,800

Contracts revenue wrote off

$ 400

National Institute of Allergy and Infectious Diseases "NIAID" [Member] | Arrangement with Governmental Agency 3 [Member]

Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]

Contractual term

3 years

Accounts receivable

$ 400

Unearned revenue recognized under units-of-revenue method – long-term

$ 800

[1]	The condensed consolidated balance sheet as of December 31, 2017 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

XML 49 R38.htm IDEA: XBRL DOCUMENT

Licensing and Other Arrangements - Sale of Future Revenue Streams - Additional Information (Details)

3 Months Ended

9 Months Ended

Dec. 21, 2016

USD ($)

Sep. 30, 2018

USD ($)

Jun. 30, 2018

USD ($)

Sep. 30, 2017

USD ($)

Sep. 30, 2018

USD ($)

Agreement

Sep. 30, 2017

USD ($)

Dec. 31, 2017

USD ($)

Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]

Unearned revenue recognized under units-of-revenue method

$ 1,120,000

$ 615,000

^[1]

Unearned revenue recognized under units-of-revenue method – long-term

16,522,000

$ 16,522,000

17,123,000

^[1]

HCRP [Member]

Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]

Number of royalty Interest acquisition agreements | Agreement

Unearned revenue recognized under units-of-revenue method

18,000,000

$ 18,000,000

Revenue recognized under units-of-revenue method

121,000

$ 100,000

96,000

$ 300,000

Reversed revenue recognized under units-of-revenue method

$ 129,000

Unearned revenue recognized under units-of-revenue method

1,100,000

600,000

Unearned revenue recognized under units-of-revenue method – long-term

$ 16,500,000

16,500,000

$ 17,100,000

HCRP [Member] | First Acquisition Agreement [Member]

Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]

Upfront cash payment received

$ 6,500,000

Eligible potential additional payments receivable upon achievement of specified net sales milestones in future years

4,000,000

$ 3,000,000

HCRP [Member] | Second Acquisition Agreement [Member]

Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]

Upfront cash payment received

$ 11,500,000

[1]	The condensed consolidated balance sheet as of December 31, 2017 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

XML 50 R39.htm IDEA: XBRL DOCUMENT

Agenus Royalty Purchase Agreement (Details) $ in Thousands		3 Months Ended
Agenus Royalty Purchase Agreement (Details) $ in Thousands	Sep. 20, 2018 USD ($) LicensedProduct	Sep. 30, 2018 USD ($)
Royalty Purchase Agreement [Line Items]
Long-term royalty receivables		$ 15,000
Royalty Purchase Agreement [Member] \| Agenus [Member]
Royalty Purchase Agreement [Line Items]
Payments to acquire milestones and royalties		15,000
Long-term royalty receivables		15,000
Royalty Purchase Agreement [Member] \| Agenus [Member] \| Silicon Valley Bank [Member]
Royalty Purchase Agreement [Line Items]
Loan borrowed		$ 7,500
Royalty Purchase Agreement [Member] \| Agenus [Member] \| Incyte [Member]
Royalty Purchase Agreement [Line Items]
Number of licensed products related to milestone and royalties \| LicensedProduct	6
Royalty Purchase Agreement [Member] \| Agenus [Member] \| Merck [Member]
Royalty Purchase Agreement [Line Items]
Number of licensed products related to milestone and royalties \| LicensedProduct	1
Royalty Purchase Agreement [Member] \| Agenus [Member] \| Incyte and Merck [Member]
Royalty Purchase Agreement [Line Items]
Purchased eligible milestone payments receivable upon achievement of potential development, regulatory and commercial milestones	$ 59,500
Royalty Purchase Agreement [Member] \| Agenus [Member] \| Right to Receive Low-Single Mid-Teen Royalties [Member] \| Incyte [Member]
Royalty Purchase Agreement [Line Items]
Purchased percentage of royalties on net sales of products	33.00%
Purchased percentage of milestones	10.00%
Royalty Purchase Agreement [Member] \| Agenus [Member] \| Right to Receive Low Single Digit Royalties [Member] \| Merck [Member]
Royalty Purchase Agreement [Line Items]
Purchased percentage of royalties on net sales of products	33.00%
Purchased percentage of milestones	10.00%

XML 51 R40.htm IDEA: XBRL DOCUMENT

Fair Value Measurements - Financial Assets and Liabilities Carried at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($)
$ in Thousands

Sep. 30, 2018

Dec. 31, 2017

Assets:

Long-term equity securities

$ 347

Money Market Funds [Member]

Assets:

Money market funds

^[1]

$ 34,907

Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member]

Assets:

Money market funds

^[1]

$ 34,907

Significant Unobservable Inputs (Level 3) [Member]

Assets:

Long-term equity securities

$ 347

[1]	Included in cash and cash equivalents

XML 52 R41.htm IDEA: XBRL DOCUMENT

Fair Value Measurements - Summary of Changes In Estimated Fair Value of Level 3 Financial Assets (Details) - Level 3 $ in Thousands	9 Months Ended
	Sep. 30, 2018 USD ($)
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value of long-term equity securities at contract inception	$ 955
Change in fair value	(608)
Balance at September 30, 2018	$ 347

XML 53 R42.htm IDEA: XBRL DOCUMENT

Fair Value Measurements - Estimated Fair Value of Equity Securities Assumptions (Details)		9 Months Ended
	Apr. 03, 2018	Sep. 30, 2018
Discount for Lack of Marketability [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Valuation assumptions, measurement input	30	35
Liquidity of Shares [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Valuation assumptions, measurement input term	1 year 5 months 12 days	1 year 5 months 12 days
Liquidation [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Valuation assumptions, measurement input	65	80
Near-term Sale [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Valuation assumptions, measurement input	5	5
Near-term Financing [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Valuation assumptions, measurement input	30	15

XML 54 R43.htm IDEA: XBRL DOCUMENT

Fair Value Measurements - Outstanding Long Term Debt Carrying Amount and Estimated Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 22,034	$ 14,572
Carrying Amount [Member] \| Novartis Note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	14,853	14,572
Carrying Amount [Member] \| SVB Loan [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	7,181
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	21,734	14,178
Fair Value [Member] \| Novartis Note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	14,552	$ 14,178
Fair Value [Member] \| SVB Loan [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 7,182

XML 55 R44.htm IDEA: XBRL DOCUMENT

Dispositions - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 04, 2015	Feb. 28, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Mar. 31, 2017
Asset Purchase Agreement and Ology Bioservices License Agreement [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Cash payments from Ology Bioservices		$ 4,500,000
Number of shares removed from obligation to issue of common stock		23,008
Contingent upon achieving certain specified future operating objectives		$ 3,000,000
Amount entitled to receive							$ 1,600,000
Milestone payment earned				$ 3,000,000
Amount received from sale of discontinued operation			$ 500,000	$ 300,000	$ 2,500,000	$ 700,000
Biodefense Business [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Sales of business, number of common stock shares eligible to receive	23,008
Royalties receivable percentage on net sales	15.00%
Biodefense Business [Member] \| Maximum [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Cash payments from Ology Bioservices	$ 4,500,000

XML 56 R45.htm IDEA: XBRL DOCUMENT

Restructuring Charges - Additional Information (Details) $ in Thousands			3 Months Ended		9 Months Ended
	Jun. 30, 2018 USD ($) Facility Subtenant	Dec. 19, 2016 Employee	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($) Employee	Apr. 14, 2018 Facility	Nov. 21, 2017 Facility
Restructuring Cost And Reserve [Line Items]
Operating leases, number of leased facilities \| Facility							3	3
Operating leases, number of subtenants \| Subtenant	2
Restructuring charges (credit)			$ 909	$ (29)	$ 1,368	$ 3,451
Restructuring Charges [Member]
Restructuring Cost And Reserve [Line Items]
Operating leases, loss on sublease	$ 600
Lease-related Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring charges (credit)	(100)		800		100
Restructuring liability	400		1,000		1,000
Reversal of deferred rent liability	$ 600		200		200
Lease-related Costs [Member] \| Accrued and Other Liabilities [Member]
Restructuring Cost And Reserve [Line Items]
Combined lease-related liabilities, current portion			1,300		1,300
Lease-related Costs [Member] \| Other Liabilities Non-current [Member]
Restructuring Cost And Reserve [Line Items]
Combined lease-related liabilities, non-current portion			$ 500		$ 500
Berkeley, California [Member]
Restructuring Cost And Reserve [Line Items]
Operating leases, number of leased facilities \| Facility	2
Operating leases, number of leased facilities vacated \| Facility	1
2016 Restructuring [Member]
Restructuring Cost And Reserve [Line Items]
Number of employees terminated \| Employee		57
2017 Restructuring [Member]
Restructuring Cost And Reserve [Line Items]
Number of employees terminated \| Employee						5

XML 57 R46.htm IDEA: XBRL DOCUMENT

Long-Term Debt - Novartis Note - Additional Information (Details) - USD ($)			1 Months Ended
	Sep. 22, 2017	Sep. 30, 2015	May 31, 2005	Sep. 30, 2018	Dec. 31, 2017
Novartis Note [Member]
Debt Instrument [Line Items]
Maturity date			Jun. 30, 2015
Research and development expenses funded through loan facility, maximum			75.00%
Maximum borrowing capacity under loan agreement			$ 50,000,000
Interest rate at period end				4.60%
Outstanding principal balance				$ 14,900,000	$ 14,600,000
Novartis Note [Member] \| Six-month LIBOR [Member]
Debt Instrument [Line Items]
Basis spread on variable rate			2.00%
Secured Note Amendment [Member]
Debt Instrument [Line Items]
Maturity date	Sep. 30, 2022	Sep. 30, 2020
Reduction in outstanding principal amount		$ 7,300,000

XML 58 R47.htm IDEA: XBRL DOCUMENT

Long-Term Debt - Servier Loan Agreement - Additional Information (Details)		1 Months Ended	3 Months Ended	9 Months Ended
	Aug. 25, 2017 USD ($) € / $	Dec. 31, 2010 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2017 USD ($)	Dec. 31, 2010 EUR (€)
Debt Instrument [Line Items]
Loss on extinguishment of debt			$ 135,000	$ 650,000
Servier Loan [Member]
Debt Instrument [Line Items]
Date of agreement		Dec. 30, 2010
Borrowing capacity under loan agreement		$ 19,500,000			€ 15,000,000
Payment of debt through cash by NIBR	$ 14,300,000
Euro to US Dollar exchange rates \| € / $	1.1932
Loss on extinguishment of debt			$ 100,000

XML 59 R48.htm IDEA: XBRL DOCUMENT

Long-Term Debt - Hercules Term Loan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Mar. 21, 2017	Feb. 27, 2015	Sep. 30, 2017	Mar. 31, 2017	Sep. 30, 2017
Debt Instrument [Line Items]
Loss on extinguishment of debt			$ 135		$ 650
Hercules Term Loan [Member]
Debt Instrument [Line Items]
Prepayment charge not required to pay	1.00%
Loss on extinguishment of debt				$ 500
Aggregate number of unregistered shares of common stock called by warrants (in shares)		9,063
Exercise price of warrants (in dollars per share)		$ 66.20
Exercisable period of warrants		5 years
Warrants expiration period		2020-02

XML 60 R49.htm IDEA: XBRL DOCUMENT

Long-Term Debt - Silicon Valley Bank Loan Agreement - Additional Information (Details) - USD ($)

3 Months Ended

May 07, 2018

Sep. 30, 2018

Dec. 31, 2017

^[1]

Loan and Security Agreement [Member] | Silicon Valley Bank [Member] | Warrants for Common Stock [Member]

Long-term debt

$ 22,034,000

$ 14,572,000

Aggregate number of shares of common stock called by warrants

6,332

Exercise price of per share

$ 23.69

Exercisable period of warrants

10 years

Fair value of warrant

$ 100,000

Debt issuance costs

200,000

Loan and Security Agreement [Member] | Term Loan [Member] | Silicon Valley Bank [Member]

Maximum borrowing capacity under loan agreement

20,000,000

Increase borrowing capacity under loan agreement

$ 40,000,000

Earlier effecitve date of term loan

Mar. 31, 2019

Effective date of term loan extended

Mar. 31, 2020

Gross cash proceeds received from milestone and licensing payments

$ 20,000,000

Basis spread on variable rate

4.75%

Variable rate basis

Period of monthly payments of principal and interest

24 months

Repayment of term loan

$ 0

Loan borrowed

$ 0

Percentage of final payment fee of Loan

8.50%

Percentage of prepayment fee

3.00%

Additional interest rate of outstanding payments due

4.00%

Percentage of unused portion of term loan

1.00%

Loan agreement description

(i) the termination of the Loan Agreement, or (ii) the Draw Period if the aggregate original principal amount of the Term Loan Advances is less than $5.0 million.

Unamortized amount of deferred charges

300,000

Non-cash interest expense resulting from amortization of discount and accretion of final payment

11,000

Loan and Security Agreement [Member] | Term Loan [Member] | Silicon Valley Bank [Member] | Agenus [Member]

Discount included in long-term debt

Loan borrowed

7,500,000

Long-term debt

7,200,000

$ 300,000

Loan and Security Agreement [Member] | Term Loan [Member] | Silicon Valley Bank [Member] | Maximum [Member]

Aggregate original principal amount

$ 5,000,000

Loan and Security Agreement [Member] | Term Loan [Member] | Silicon Valley Bank [Member] | First Anniversary [Member]

Percentage of prepayment fee

2.00%

Loan and Security Agreement [Member] | Term Loan [Member] | Silicon Valley Bank [Member] | Second Anniversary [Member]

Percentage of prepayment fee

1.00%

Loan and Security Agreement [Member] | Term Loan [Member] | Prime Rate [Member] | Silicon Valley Bank [Member]

Basis spread on variable rate

0.25%

Loan and Security Agreement [Member] | Novartis [Member] | Silicon Valley Bank [Member]