FORM 10-K
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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EXELIXIS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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04-3257395
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock $.001 Par Value per Share
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The Nasdaq Stock Market LLC
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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ITEM 1.
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BUSINESS
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A phase 2 study comparing a lower dose of COMETRIQ with the labeled dose of 140 mg. This study will evaluate safety and PFS in progressive, metastatic MTC patients.
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Two clinical pharmacology studies assessing the pharmacokinetics of COMETRIQ. One will address the effect of administering COMETRIQ in conjunction with agents that increase gastric pH such as proton pump inhibitors, and the other study will assess the pharmacokinetics of COMETRIQ in patients with hepatic impairment.
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Four non-clinical studies to further assess the carcinogenicity, mutagenicity and teratogenicity of COMETRIQ.
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Phase 2 clinical trials to help prioritize future pivotal trials of cabozantinib in disease settings where there is substantial unmet medical need and in which cabozantinib has previously demonstrated clinical activity, consisting of randomized phase 2 clinical trials in first line renal cell carcinoma, platinum-resistant or -refractory ovarian cancer, ocular melanoma and second line/third line NSCLC.
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Additional phase 2 clinical trials to explore cabozantinib’s potential utility in other tumor types, including endometrial cancer, bladder cancer, sarcomas, second line NSCLC and second line differentiated thyroid cancer. Positive results in these indications could lead to further study in randomized phase 2 or phase 3 clinical trials.
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Additional phase 1 clinical trials to further evaluate cabozantinib, consisting of a trial evaluating cabozantinib in combination with docetaxel in CRPC patients, a trial exploring the utility of combining cabozantinib with vemurafenib, a BRAF inhibitor, in patients with BRAF-mutated melanoma, a trial to evaluate the safety and pharmacokinetics of cabozantinib in pediatric patients, and a trial of cabozantinib in patients with advanced solid tumors and human immunodeficiency virus.
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A Phase 1b, Open-Label, Dose-Escalation Study of the Safety, Tolerability, and Pharmacokinetics of MEHD7945A and Cobimetinib in Patients with Locally Advanced or Metastatic Solid Tumors with Mutant KRAS (NCT01986166);
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A Phase 1b, Open-Label Study Evaluating the Safety, Tolerability, and Pharmacokinetics of Onartuzumab in Combination with Vemurafenib and/or Cobimetinib in Patients with Advanced Solid Malignancies (NCT01974258); and
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A Phase 1b Study of the Safety and Pharmacology of MPDL3280A Administered with Cobimetinib in Patients with Locally Advanced or Metastatic Solid Tumors (NCT01988896).
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preclinical laboratory and animal tests that must be conducted in accordance with Good Laboratory Practices;
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submission of an IND, which must become effective before clinical trials may begin;
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adequate and well-controlled human clinical trials to establish the safety and efficacy of the proposed drug candidate for its intended use;
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pre-approval inspection of manufacturing facilities and selected clinical investigators for their compliance with Good Manufacturing Practices, or GMP, and Good Clinical Practices; and
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FDA approval of a New Drug Application, or NDA, for commercial marketing, or NDA supplement, for an approval of a new indication if the product is already approved for another indication.
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Phase 1 – Studies are initially conducted in a limited patient population to test the product candidate for safety, dosage tolerance, absorption, metabolism, distribution and excretion in healthy humans or patients.
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Phase 2 – Studies are conducted with groups of patients afflicted with a specified disease in order to provide enough data to evaluate the preliminary efficacy, optimal dosages and expanded evidence of safety. Multiple phase 2 clinical trials may be conducted by the sponsor to obtain information prior to beginning larger and more expensive phase 3 clinical trials. In some cases, a sponsor may decide to run what is referred to as a “phase 2b” evaluation, which is a second, confirmatory phase 2 trial that could, if positive, serve as a pivotal trial in the approval of a product candidate.
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Phase 3 – When phase 2 evaluations demonstrate that a dosage range of the product is effective and has an acceptable safety profile, phase 3 trials are undertaken in large patient populations to further evaluate dosage, to provide replicate statistically significant evidence of clinical efficacy and to further test for safety in an expanded patient population at multiple clinical trial sites.
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efficacy, safety and reliability of COMETRIQ (cabozantinib);
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timing and scope of regulatory approval;
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the speed at which we develop cabozantinib for the treatment of additional tumor types beyond progressive, metastatic MTC;
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our ability to complete preclinical testing and clinical development and obtain regulatory approvals for cabozantinib;
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our ability to manufacture and sell commercial quantities of COMETRIQ (cabozantinib) to the market;
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our ability to successfully commercialize COMETRIQ (cabozantinib) and secure reimbursement in approved indications;
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product acceptance by physicians and other health care providers;
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quality and breadth of our technology;
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skills of our employees and our ability to recruit and retain skilled employees;
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protection of our intellectual property; and
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the availability of substantial capital resources to fund development and commercialization activities.
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CRPC: Bayer’s alpha-pharmaceutical (radium 223); Janssen Biotech’s CYP17 inhibitor abiraterone; Medivation’s androgen receptor inhibitor enzalutamide; and chemotherapeutic agents, including Sanofi’s cabazitaxel and generic docetaxel;
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RCC: Pfizer’s axitinib, sunitinib and temsirolimus; Novartis’ everolimus; Bayer’s and Onyx Pharmaceuticals’ sorafenib; GlaxoSmithKline’s pazopanib; and Genentech’s bevacizumab; and
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HCC: Bayer’s and Onyx Pharmaceuticals’ sorafenib; Bayer’s regorafenib; ImClone System’s ramucirumab; and ArQule’s tivantinib.
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ITEM 1A.
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RISK FACTORS
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fund our operations and clinical trials;
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continue our research and development efforts; and
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commercialize cabozantinib or any other future product candidates, if any such candidates receive regulatory approval for commercial sale; and
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fund the U.S. marketing and commercialization costs for cobimetinib (GDC-0973/XL518) we are obligated to share under our collaboration with Genentech or any similar costs we are obligated to fund under collaborations we may enter into in the future.
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the progress and scope of the development and commercialization activities with respect to COMETRIQ
®
(cabozantinib);
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repayment of our
$287.5 million
aggregate principal amount of the 4.25% convertible senior subordinated notes due 2019, or the 2019 Notes, that mature on
August 15, 2019
, unless earlier converted, redeemed or repurchased;
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repayment of the $104.0 million principal amount outstanding as of the filing date of this report (
$114.0 million
principal amount was outstanding at December 31, 2013) of our secured convertible notes, or the Deerfield Notes, issued to entities affiliated with Deerfield Management Company, L.P., or Deerfield, for which will be required to make a mandatory prepayment on the Deerfield Notes in 2015 equal to
15%
of certain revenues from collaborative arrangements (other than intercompany arrangements) received during the prior fiscal year, subject to a maximum prepayment amount of
$27.5 million
, and if we exercise our extension option for the Deerfield Notes, for which we may be subject to similar mandatory prepayment obligations in 2016, 2017 and 2018, in each case unless we are able to repay the Deerfield Notes with our common stock, which we are only able to do under specified conditions
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repayment of our term loan and line of credit from Silicon Valley Bank, which had an outstanding balance at
December 31, 2013
, of
$82.1 million
;
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the commercial success of COMETRIQ and the revenues we generate;
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the level of payments received under existing collaboration agreements, licensing agreements and other arrangements;
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the degree to which we conduct funded development activity on behalf of partners to whom we have out-licensed compounds or programs;
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whether we enter into new collaboration agreements, licensing agreements or other arrangements (including, in particular, with respect to COMETRIQ (cabozantinib)) that provide additional capital;
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our ability to control costs;
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our ability to remain in compliance with, or amend or cause to be waived, financial covenants contained in agreements with third parties;
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the amount of our cash and cash equivalents, short- and long-term investments that serve as collateral for bank lines of credit;
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future clinical trial results;
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our need to expand our product and clinical development efforts;
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the cost and timing of regulatory approvals;
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the cost of clinical and research supplies of our product candidates;
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our obligation to share U.S. marketing and commercialization costs for cobimetinib under our collaboration with Genentech;
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our ability to share the costs of our clinical development efforts with third parties;
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the effect of competing technological and market developments;
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the filing, maintenance, prosecution, defense and enforcement of patent claims and other intellectual property rights; and
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the cost of any acquisitions of or investments in businesses, products and technologies.
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making it more difficult for us to meet our payment and other obligations under the 2019 Notes, the Deerfield Notes, our loan and security agreement with Silicon Valley Bank or our other indebtedness;
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resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements, which event of default could result in all of our debt becoming immediately due and payable;
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increasing our vulnerability to adverse economic and industry conditions;
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subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates, including borrowings under our loan and security agreement with Silicon Valley Bank;
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limiting our ability to obtain additional financing;
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requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes, including clinical trials, research and development, capital expenditures, working capital and other general corporate purposes;
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limiting our flexibility in planning for, or reacting to, changes in our business;
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preventing us from raising funds necessary to purchase the 2019 Notes in the event we are required to do so following a “Fundamental Change” as specified in the indenture governing the 2019 Notes, or to settle conversions of the 2019 Notes in cash;
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dilution experienced by our existing stockholders as a result of the conversion of the 2019 Notes or the Deerfield Notes into shares of common stock; and
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placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.
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the effectiveness, or perceived effectiveness, of COMETRIQ in comparison to competing products;
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the existence of any significant side effects of COMETRIQ, as well as their severity in comparison to those of any competing products;
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potential advantages or disadvantages in relation to alternative treatments;
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the timing of market entry relative to competitive treatments;
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indications for which COMETRIQ is approved;
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the ability to offer COMETRIQ for sale at competitive prices;
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relative convenience and ease of administration;
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the strength of sales, marketing and distribution support; and
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sufficient third-party coverage or reimbursement.
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the federal healthcare programs’ Anti-Kickback Law, which constrains our marketing practices, educational programs, pricing policies, and relationships with healthcare providers or other entities, by prohibiting, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs;
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federal civil and criminal false claims laws and civil monetary penalty laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payors that are false or fraudulent;
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federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;
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state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers, and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts;
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the Foreign Corrupt Practices Act, a U.S. law which regulates certain financial relationships with foreign government officials (which could include, for example, certain medical professionals);
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federal and state consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers;
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state and federal government price reporting laws that require us to calculate and report complex pricing metrics to government programs, where such reported priced may be used in the calculation of reimbursement and/or discounts on our marketed drugs (participation in these programs and compliance with the applicable requirements may subject us to potentially significant discounts on our products, increased infrastructure costs, and potentially limit our ability to offer certain marketplace discounts); and
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state and federal marketing expenditure tracking and reporting laws, which generally require certain types of expenditures in the United States to be tracked and reported (compliance with such requirements may require investment in infrastructure to ensure that tracking is performed properly, and some of these laws result in the public disclosure of various types of payments and relationships, which could potentially have a negative effect on our business and/or increase enforcement scrutiny of our activities).
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CRPC (castration-resistant prostate cancer): Bayer’s and Algeta’s alpha-pharmaceutical alpharadin (radium 223); Janssen Biotech’s CYP17 inhibitor abiraterone; Medivation’s androgen receptor inhibitor enzalutamide; and chemotherapeutic agents, including Sanofi’s cabazitaxel and generic docetaxel;
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RCC (renal cell cancer): Pfizer’s axitinib, sunitinib and temsirolimus; Novartis’ everolimus; Bayer’s and Onyx Pharmaceuticals’ sorafenib; GlaxoSmithKline’s pazopanib; and Genentech’s bevacizumab; and
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HCC (hepatocellular): Bayer’s and Onyx Pharmaceuticals’ sorafenib; Bayer’s regorafenib; ImClone System’s ramucirumab; and ArQule’s tivantinib.
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cabozantinib may not prove to be efficacious or may cause, or potentially cause, harmful side effects;
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negative or inconclusive clinical trial results may require us to conduct further testing or to abandon projects that we had expected to be promising;
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our competitors may discover or commercialize other compounds or therapies that show significantly improved safety or efficacy compared to cabozantinib;
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patient registration or enrollment in our clinical testing may be lower than we anticipate, resulting in the delay or cancellation of clinical testing; and
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regulators or institutional review boards may withhold authorization of cabozantinib, or delay, suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements or their determination that participating patients are being exposed to unacceptable health risks.
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the number of patients who ultimately participate in the clinical trial;
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the duration of patient follow-up that is appropriate in view of the results or required by regulatory authorities;
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the number of clinical sites included in the trials; and
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the length of time required to enroll suitable patient subjects.
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a concern about the ability to maintain blinding of the trial due to differences in toxicity profiles between cabozantinib and mitoxantrone;
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a view that the assumed magnitude of pain improvement is modest and could represent a placebo effect or be attained with less toxicity by opioid therapy;
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a view that symptomatic improvement should be supported by evidence of anti-tumor activity, an acceptable safety profile and lack of survival decrement. The FDA also expressed the view that if the effect that we believe cabozantinib will have on pain is mediated by anti-tumor activity, that anti-tumor activity should translate into an improvement in overall survival; and
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a recommendation that if we use pain response as a primary efficacy endpoint, that we conduct two adequate and well-controlled trials to demonstrate effectiveness as, according to the FDA, a conclusion based on two persuasive studies will always be more secure. The FDA advised that for a single randomized trial to support an NDA, the trial must be well designed, well conducted, internally consistent and provide statistically persuasive efficacy findings so that a second trial would be ethically or practically impossible to perform.
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we may not be able to control the amount of U.S. marketing and commercialization costs for cobimetinib we are obligated to share under our collaboration with Genentech;
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we are not able to control the amount and timing of resources that our collaborators or potential future collaborators will devote to the development or commercialization of drug candidates or to their marketing and distribution;
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collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a drug candidate, repeat or conduct new clinical trials or require a new formulation of a drug candidate for clinical testing;
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disputes may arise between us and our collaborators that result in the delay or termination of the research, development or commercialization of our drug candidates or that result in costly litigation or arbitration that diverts management’s attention and resources;
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collaborators may experience financial difficulties;
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collaborators may not be successful in their efforts to obtain regulatory approvals in a timely manner, or at all;
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collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our proprietary information or expose us to potential litigation;
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business combinations or significant changes in a collaborator’s business strategy may adversely affect a collaborator’s willingness or ability to complete its obligations under any arrangement;
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a collaborator could independently move forward with a competing drug candidate developed either independently or in collaboration with others, including our competitors;
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we may be precluded from entering into additional collaboration arrangements with other parties in an area or field of exclusivity;
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future collaborators may require us to relinquish some important rights, such as marketing and distribution rights; and
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collaborations may be terminated or allowed to expire, which would delay, and may increase the cost of development of, our drug candidates.
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the progress and scope of our development and commercialization activities;
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the commercial success of COMETRIQ and the revenues we generate;
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recognition of upfront licensing or other fees or revenues;
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payments of non-refundable upfront or licensing fees, or payment for cost-sharing expenses, to third parties;
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acceptance of our technologies and platforms;
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the success rate of our efforts leading to milestone payments and royalties;
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the introduction of new technologies or products by our competitors;
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the timing and willingness of collaborators to further develop or, if approved, commercialize our product candidates out-licensed to them;
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our ability to enter into new collaborative relationships;
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the termination or non-renewal of existing collaborations;
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the timing and amount of expenses incurred for clinical development and manufacturing of cabozantinib;
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adjustments to expenses accrued in prior periods based on management’s estimates after the actual level of activity relating to such expenses becomes more certain;
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the impairment of acquired goodwill and other assets;
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the impact of our restructuring activities; and
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general and industry-specific economic conditions that may affect our collaborators’ research and development expenditures.
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adverse results or delays in our or our collaborators’ clinical trials;
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announcement of FDA approval or non-approval, or delays in the FDA review process, of cabozantinib or our collaborators’ product candidates or those of our competitors or actions taken by regulatory agencies with respect to our, our collaborators’ or our competitors’ clinical trials;
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the commercial success of COMETRIQ and the revenues we generate;
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the timing of achievement of our clinical, regulatory, partnering and other milestones, such as the commencement of clinical development, the completion of a clinical trial, the filing for regulatory approval or the establishment of collaborative arrangements for one or more of our out-licensed programs and compounds;
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actions taken by regulatory agencies with respect to cabozantinib or our clinical trials for cabozantinib;
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the announcement of new products by our competitors;
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quarterly variations in our or our competitors’ results of operations;
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developments in our relationships with our collaborators, including the termination or modification of our agreements;
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conflicts or litigation with our collaborators;
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litigation, including intellectual property infringement and product liability lawsuits, involving us;
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failure to achieve operating results projected by securities analysts;
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changes in earnings estimates or recommendations by securities analysts;
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financing transactions;
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developments in the biotechnology or pharmaceutical industry;
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sales of large blocks of our common stock or sales of our common stock by our executive officers, directors and significant stockholders;
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departures of key personnel or board members;
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developments concerning current or future collaborations;
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FDA or international regulatory actions;
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third-party reimbursement policies;
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disposition of any of our subsidiaries, technologies or compounds; and
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general market, economic and political conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
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a classified Board of Directors;
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a prohibition on actions by our stockholders by written consent;
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the inability of our stockholders to call special meetings of stockholders;
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the ability of our Board of Directors to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our Board of Directors;
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limitations on the removal of directors; and
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advance notice requirements for director nominations and stockholder proposals.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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The first two leases cover three buildings for a total of 179,964 square feet and expires in 2017, with two five-year options to extend their respective terms prior to expiration. We have subleased a total of 76,120 square feet of portions of these buildings to four different subtenants. The terms of the subleases covering 74,163 square feet expire at the end of our lease term and the sublease for the balance is for a term of one year with annual options to extend through the end of our lease term.
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The third lease covers two buildings for a total of 116,063 square feet and expire in 2018.
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The fourth lease covering a portion of one building containing 71,746 square feet and expire in 2015. We have subleased approximately 68,738 square feet of the building covered by the fourth lease to a single subtenant. The term of the sublease will expire at the end of our lease term.
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Common Stock Price
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||||||
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High
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Low
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||||
Year ended December 28, 2012:
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||||
Quarter ended March 30, 2012
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$
|
6.57
|
|
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$
|
4.47
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Quarter ended June 29, 2012
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$
|
5.59
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$
|
4.37
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Quarter ended September 28, 2012
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$
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6.95
|
|
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$
|
4.19
|
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Quarter ended December 28, 2012
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$
|
5.39
|
|
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$
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4.29
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Year ended December 27, 2013:
|
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|
|
||||
Quarter ended March 29, 2013
|
$
|
5.06
|
|
|
$
|
4.32
|
|
Quarter ended June 28, 2013
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$
|
5.30
|
|
|
$
|
4.33
|
|
Quarter ended September 27, 2013
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$
|
5.88
|
|
|
$
|
4.58
|
|
Quarter ended December 27, 2013
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$
|
6.14
|
|
|
$
|
4.66
|
|
|
12/31/2008
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12/31/2009
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12/31/2010
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12/31/2011
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12/31/2012
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12/31/2013
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||||||
Exelixis, Inc.
|
100
|
|
|
141
|
|
|
157
|
|
|
91
|
|
|
86
|
|
|
114
|
|
NASDAQ Market Index
|
100
|
|
|
139
|
|
|
163
|
|
|
160
|
|
|
181
|
|
|
255
|
|
NASDAQ Biotechnology Index
|
100
|
|
|
114
|
|
|
131
|
|
|
146
|
|
|
190
|
|
|
318
|
|
ITEM 6.
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SELECTED FINANCIAL DATA
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Year Ended December 31,
|
||||||||||||||||||
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2013
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2012
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2011
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2010
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2009
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(In thousands, except per share data)
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Consolidated Statements of Operations Data:
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||||||||||
Revenues
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$
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31,338
|
|
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$
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47,450
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$
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289,636
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|
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$
|
185,045
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|
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$
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151,759
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Operating expenses:
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Cost of goods sold
|
1,118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Research and development
|
178,763
|
|
|
128,878
|
|
|
156,836
|
|
|
210,678
|
|
|
234,702
|
|
|||||
Selling, general and administrative
|
50,958
|
|
|
31,837
|
|
|
33,129
|
|
|
33,020
|
|
|
34,382
|
|
|||||
Collaboration cost sharing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,582
|
|
|||||
Restructuring charge
|
1,231
|
|
|
9,171
|
|
|
10,136
|
|
|
32,744
|
|
|
—
|
|
|||||
Total operating expenses
|
232,070
|
|
|
169,886
|
|
|
200,101
|
|
|
276,442
|
|
|
273,666
|
|
|||||
(Loss) income from operations
|
(200,732
|
)
|
|
(122,436
|
)
|
|
89,535
|
|
|
(91,397
|
)
|
|
(121,907
|
)
|
|||||
Other income (expense), net (1)
|
(44,124
|
)
|
|
(25,102
|
)
|
|
(12,543
|
)
|
|
(1,005
|
)
|
|
(18,936
|
)
|
|||||
(Loss) income before taxes
|
(244,856
|
)
|
|
(147,538
|
)
|
|
76,992
|
|
|
(92,402
|
)
|
|
(140,843
|
)
|
|||||
Income tax (benefit) provision
|
(96
|
)
|
|
107
|
|
|
1,295
|
|
|
(72
|
)
|
|
(1,286
|
)
|
|||||
Net (loss) income
|
(244,760
|
)
|
|
(147,645
|
)
|
|
75,697
|
|
|
(92,330
|
)
|
|
(139,557
|
)
|
|||||
Loss attributed to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,337
|
|
|||||
Net (loss) income attributable to Exelixis, Inc.
|
$
|
(244,760
|
)
|
|
$
|
(147,645
|
)
|
|
$
|
75,697
|
|
|
$
|
(92,330
|
)
|
|
$
|
(135,220
|
)
|
Net (loss) income per share, basic, attributable to Exelixis, Inc.
|
$
|
(1.33
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
0.60
|
|
|
$
|
(0.85
|
)
|
|
$
|
(1.26
|
)
|
Net (loss) income per share, diluted, attributable to Exelixis, Inc.
|
$
|
(1.33
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
0.58
|
|
|
$
|
(0.85
|
)
|
|
$
|
(1.26
|
)
|
Shares used in computing basic net (loss) income per share
|
184,062
|
|
|
160,138
|
|
|
126,018
|
|
|
108,522
|
|
|
107,073
|
|
|||||
Shares used in computing diluted net (loss) income per share
|
184,062
|
|
|
160,138
|
|
|
130,479
|
|
|
108,522
|
|
|
107,073
|
|
(1)
|
In 2007, we sold 80.1% of our former German subsidiary, Artemis Pharmaceuticals GmbH (now known as TaconicArtemis GmbH), or Artemis, and our plant trait business. We exercised our option to sell our remaining 19.9% ownership in Artemis in 2011 and recognized an additional gain of $2.2 million in other income. In 2009 and 2010, in association with the sale of our plant trait business, we recognized an additional gain on the sale of the business of $2.1 million and $7.2 million, respectively. In June 2009, we recorded a $9.8 million loss upon deconsolidation of Symphony Evolution, Inc. as a result of the expiration of our purchase option. In addition, our credit facility with Deerfield expired in November 2009, resulting in our acceleration of interest expense of $5.2 million relating to the closing fee and outstanding warrants issued in connection with the facility.
|
|
December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and investments
|
$
|
415,862
|
|
|
$
|
633,961
|
|
|
$
|
283,720
|
|
|
$
|
256,377
|
|
|
$
|
220,993
|
|
Working capital (deficit)
|
$
|
178,756
|
|
|
$
|
350,837
|
|
|
$
|
136,500
|
|
|
$
|
(16,455
|
)
|
|
$
|
22,882
|
|
Total assets
|
$
|
503,287
|
|
|
$
|
721,097
|
|
|
$
|
393,262
|
|
|
$
|
360,790
|
|
|
$
|
343,410
|
|
Long-term obligations
|
$
|
349,196
|
|
|
$
|
342,959
|
|
|
$
|
193,983
|
|
|
$
|
186,702
|
|
|
$
|
57,688
|
|
Accumulated deficit
|
$
|
(1,498,762
|
)
|
|
$
|
(1,254,002
|
)
|
|
$
|
(1,106,357
|
)
|
|
$
|
(1,182,054
|
)
|
|
$
|
(1,089,724
|
)
|
Total stockholders’ equity (deficit)
|
$
|
66,238
|
|
|
$
|
296,434
|
|
|
$
|
90,632
|
|
|
$
|
(228,325
|
)
|
|
$
|
(163,725
|
)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Prior to July 1, 2015: we may prepay all of the principal amount of the Deerfield Notes at any time at a prepayment price equal to the outstanding principal amount, plus accrued and unpaid interest through the date of such prepayment, plus all interest that would have accrued on the principal amount of the Deerfield Notes between the date of such prepayment and the applicable maturity date of the Deerfield Notes if the outstanding principal amount of the Deerfield Notes as of such prepayment date had remained outstanding through the applicable maturity date, plus all other accrued and unpaid obligations; and
|
•
|
If we exercise the extension option: we may prepay all of the principal amount of the Deerfield Notes at a prepayment price equal to 105% of the outstanding principal amount of the Deerfield Notes, plus all accrued and unpaid interest through the date of such prepayment, plus, if prior to July 1, 2017, all interest that would have accrued on the principal amount of the Deerfield Notes between the date of such prepayment and July 1, 2017, if the outstanding principal amount of the Deerfield Notes as of such prepayment date had remained outstanding through July 1, 2017, plus all other accrued and unpaid obligations, collectively referred to as the Prepayment Price.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
License revenues (1)
|
$
|
8,380
|
|
|
$
|
26,714
|
|
|
$
|
245,549
|
|
Contract revenues (2)
|
7,941
|
|
|
20,736
|
|
|
41,309
|
|
|||
Collaboration reimbursements
|
—
|
|
|
—
|
|
|
2,778
|
|
|||
Net product revenues
|
15,017
|
|
|
—
|
|
|
—
|
|
|||
Total revenues
|
$
|
31,338
|
|
|
$
|
47,450
|
|
|
$
|
289,636
|
|
Dollar change
|
$
|
(16,112
|
)
|
|
$
|
(242,186
|
)
|
|
|
||
Percentage change
|
(34
|
)%
|
|
(84
|
)%
|
|
|
(1)
|
Includes amortization of upfront payments.
|
(2)
|
Includes contingent and milestone payments.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Bristol-Myers Squibb
|
$
|
16,321
|
|
|
$
|
31,253
|
|
|
$
|
171,695
|
|
Diplomat Specialty Pharmacy
|
14,004
|
|
|
—
|
|
|
—
|
|
|||
Swedish Orphan Biovitrum
|
1,013
|
|
|
—
|
|
|
—
|
|
|||
Merck
|
—
|
|
|
10,667
|
|
|
1,333
|
|
|||
Daiichi Sankyo
|
—
|
|
|
5,500
|
|
|
—
|
|
|||
Sanofi
|
—
|
|
|
30
|
|
|
113,913
|
|
|||
Other
|
—
|
|
|
—
|
|
|
2,694
|
|
|||
Total revenues
|
$
|
31,338
|
|
|
$
|
47,450
|
|
|
$
|
289,635
|
|
Dollar change
|
$
|
(16,112
|
)
|
|
$
|
(242,185
|
)
|
|
|
||
Percentage change
|
(34
|
)%
|
|
(84
|
)%
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Research and development expenses
|
$
|
178,763
|
|
|
$
|
128,878
|
|
|
$
|
156,836
|
|
Dollar change
|
$
|
49,885
|
|
|
$
|
(27,958
|
)
|
|
|
||
Percentage change
|
39
|
%
|
|
(18
|
)%
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Selling, general and administrative expenses
|
$
|
50,958
|
|
|
$
|
31,837
|
|
|
$
|
33,129
|
|
Dollar change
|
$
|
19,121
|
|
|
$
|
(1,292
|
)
|
|
|
||
Percentage change
|
60
|
%
|
|
(4
|
)%
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Restructuring charge
|
$
|
1,231
|
|
|
$
|
9,171
|
|
|
$
|
10,136
|
|
Dollar change
|
$
|
(7,940
|
)
|
|
$
|
(965
|
)
|
|
|
||
Percentage change
|
(87
|
)%
|
|
(10
|
)%
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Interest income and other, net
|
$
|
1,223
|
|
|
$
|
1,986
|
|
|
$
|
1,462
|
|
Interest expense
|
(45,347
|
)
|
|
(27,088
|
)
|
|
(16,259
|
)
|
|||
Gain on sale of businesses
|
—
|
|
|
—
|
|
|
2,254
|
|
|||
Total other income (expense), net
|
$
|
(44,124
|
)
|
|
$
|
(25,102
|
)
|
|
$
|
(12,543
|
)
|
Dollar change
|
$
|
(19,022
|
)
|
|
$
|
(12,559
|
)
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Income tax (benefit) provision
|
$
|
(96
|
)
|
|
$
|
107
|
|
|
$
|
1,295
|
|
Dollar change
|
$
|
(203
|
)
|
|
$
|
(1,188
|
)
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net (loss) income
|
$
|
(244,760
|
)
|
|
$
|
(147,645
|
)
|
|
$
|
75,697
|
|
Adjustments to reconcile net (loss) income to net cash used in operating activities
|
48,255
|
|
|
33,137
|
|
|
29,954
|
|
|||
Changes in operating assets and liabilities
|
(2,268
|
)
|
|
(8,638
|
)
|
|
(264,884
|
)
|
|||
Net cash used in operating activities
|
(198,773
|
)
|
|
(123,146
|
)
|
|
(159,233
|
)
|
|||
Net cash provided by (used in) investing activities
|
144,351
|
|
|
(259,470
|
)
|
|
(51,463
|
)
|
|||
Net cash (used in) provided by financing activities
|
(11,669
|
)
|
|
478,428
|
|
|
187,513
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(66,091
|
)
|
|
95,812
|
|
|
(23,183
|
)
|
|||
Cash and cash equivalents at beginning of year
|
170,069
|
|
|
74,257
|
|
|
97,440
|
|
|||
Cash and cash equivalents at end of year
|
$
|
103,978
|
|
|
$
|
170,069
|
|
|
$
|
74,257
|
|
•
|
the progress and scope of the development and commercialization activities with respect to COMETRIQ (cabozantinib);
|
•
|
repayment of the 2019 Notes;
|
•
|
repayment of the Deerfield Notes;
|
•
|
repayment of our loan from Silicon Valley Bank;
|
•
|
the commercial success of COMETRIQ and the revenues we generate;
|
•
|
the level of payments received under existing collaboration agreements, licensing agreements and other arrangements;
|
•
|
the degree to which we conduct funded development activity on behalf of partners to whom we have out-licensed compounds or programs;
|
•
|
whether we enter into new collaboration agreements, licensing agreements or other arrangements (including, in particular, with respect to COMETRIQ (cabozantinib)) that provide additional capital;
|
•
|
our ability to control costs;
|
•
|
our ability to remain in compliance with, or amend or cause to be waived, financial covenants contained in agreements with third parties;
|
•
|
the amount of our cash and cash equivalents, short- and long-term investments that serve as collateral for bank lines of credit;
|
•
|
future clinical trial results;
|
•
|
our need to expand our product and clinical development efforts;
|
•
|
the cost and timing of regulatory approvals;
|
•
|
the cost of clinical and research supplies of our product candidates;
|
•
|
our obligation to share U.S. marketing and commercialization costs for cobimetinib under our collaboration with Genentech;
|
•
|
our ability to share the costs of our clinical development efforts with third parties;
|
•
|
the effect of competing technological and market developments;
|
•
|
the filing, maintenance, prosecution, defense and enforcement of patent claims and other intellectual property rights; and
|
•
|
the cost of any acquisitions of or investments in businesses, products and technologies.
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1-3
Years
|
|
4-5
years
|
|
More than 5
years
|
||||||||||
Convertible notes (1)
|
$
|
401,500
|
|
|
$
|
10,000
|
|
|
$
|
104,000
|
|
|
$
|
—
|
|
|
$
|
287,500
|
|
Loans payable (2)
|
82,090
|
|
|
1,762
|
|
|
328
|
|
|
80,000
|
|
|
—
|
|
|||||
Operating leases (3)
|
68,389
|
|
|
19,896
|
|
|
36,583
|
|
|
11,910
|
|
|
—
|
|
|||||
Purchase obligations (4)
|
830
|
|
|
830
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities
|
66
|
|
|
7
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
552,875
|
|
|
$
|
32,495
|
|
|
$
|
140,911
|
|
|
$
|
91,969
|
|
|
$
|
287,500
|
|
(1)
|
Includes our obligations under the Deerfield Notes and the 2019 Notes. See “---Certain Factors Important to Understanding Our Financial Condition and Results of Operations” and “Note 8 - Debt” of the Notes to Consolidated Financial Statements regarding the terms of the Deerfield Notes and the 2019 Notes.
|
(2)
|
Includes our obligations under our loan from Silicon Valley Bank. See “---Certain Factors Important to Understanding Our Financial Condition and Results of Operations” and “Note 8 - Debt” of the Notes to Consolidated Financial Statements regarding the terms of our loan from Silicon Valley Bank.
|
(3)
|
The operating lease payments do not include
$16.1 million
to be received through 2017 in connection with the sublease for three of our South San Francisco buildings.
|
(4)
|
At December 31, 2013, we had firm purchase commitments related to manufacturing and maintenance of inventory. These commitments include a portion of our 2014 contractual minimum purchase obligation. Our actual purchases are expected to significantly exceed these amounts.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
103,978
|
|
|
$
|
170,069
|
|
Short-term investments
|
138,475
|
|
|
241,371
|
|
||
Short-term restricted cash and investments
|
12,213
|
|
|
12,246
|
|
||
Trade and other receivables
|
3,941
|
|
|
2,751
|
|
||
Inventory
|
2,890
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
5,112
|
|
|
6,104
|
|
||
Total current assets
|
266,609
|
|
|
432,541
|
|
||
Long-term investments
|
144,299
|
|
|
182,311
|
|
||
Long-term restricted cash and investments
|
16,897
|
|
|
27,964
|
|
||
Property and equipment, net
|
4,910
|
|
|
6,059
|
|
||
Goodwill
|
63,684
|
|
|
63,684
|
|
||
Other assets
|
6,888
|
|
|
8,538
|
|
||
Total assets
|
$
|
503,287
|
|
|
$
|
721,097
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
9,345
|
|
|
$
|
4,398
|
|
Accrued clinical trial liabilities
|
34,958
|
|
|
20,560
|
|
||
Accrued compensation and benefits
|
12,797
|
|
|
10,375
|
|
||
Other accrued liabilities
|
13,116
|
|
|
11,795
|
|
||
Current portion of convertible notes
|
10,000
|
|
|
10,000
|
|
||
Current portion of loans payable
|
1,762
|
|
|
3,170
|
|
||
Current portion of restructuring
|
4,425
|
|
|
5,085
|
|
||
Deferred revenue
|
1,450
|
|
|
16,321
|
|
||
Total current liabilities
|
87,853
|
|
|
81,704
|
|
||
Long-term portion of convertible notes
|
255,147
|
|
|
240,476
|
|
||
Long-term portion of loans payable
|
80,328
|
|
|
82,090
|
|
||
Long-term portion of restructuring
|
9,047
|
|
|
14,137
|
|
||
Other long-term liabilities
|
4,674
|
|
|
6,256
|
|
||
Total liabilities
|
437,049
|
|
|
424,663
|
|
||
Commitments (Note 14)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000,000 shares authorized and no shares issued
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; 400,000,000 shares authorized; issued and outstanding:
184,533,651 and 183,697,213 shares at December 31, 2013 and 2012,
respectively
|
184
|
|
|
183
|
|
||
Additional paid-in capital
|
1,564,670
|
|
|
1,550,345
|
|
||
Accumulated other comprehensive income (loss)
|
146
|
|
|
(92
|
)
|
||
Accumulated deficit
|
(1,498,762
|
)
|
|
(1,254,002
|
)
|
||
Total stockholders’ equity
|
66,238
|
|
|
296,434
|
|
||
Total liabilities and stockholders’ equity
|
$
|
503,287
|
|
|
$
|
721,097
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
License, contract and collaboration reimbursement revenues
|
$
|
16,321
|
|
|
$
|
47,450
|
|
|
$
|
289,636
|
|
Net product revenues
|
15,017
|
|
|
—
|
|
|
—
|
|
|||
Total revenues
|
31,338
|
|
|
47,450
|
|
|
289,636
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Cost of goods sold
|
1,118
|
|
|
—
|
|
|
—
|
|
|||
Research and development
|
178,763
|
|
|
128,878
|
|
|
156,836
|
|
|||
Selling, general and administrative
|
50,958
|
|
|
31,837
|
|
|
33,129
|
|
|||
Restructuring charge
|
1,231
|
|
|
9,171
|
|
|
10,136
|
|
|||
Total operating expenses
|
232,070
|
|
|
169,886
|
|
|
200,101
|
|
|||
(Loss) income from operations
|
(200,732
|
)
|
|
(122,436
|
)
|
|
89,535
|
|
|||
Other income (expense), net:
|
|
|
|
|
|
||||||
Interest income and other, net
|
1,223
|
|
|
1,986
|
|
|
1,462
|
|
|||
Interest expense
|
(45,347
|
)
|
|
(27,088
|
)
|
|
(16,259
|
)
|
|||
Gain on sale of business
|
—
|
|
|
—
|
|
|
2,254
|
|
|||
Total other income (expense), net
|
(44,124
|
)
|
|
(25,102
|
)
|
|
(12,543
|
)
|
|||
(Loss) income before income taxes
|
(244,856
|
)
|
|
(147,538
|
)
|
|
76,992
|
|
|||
Income tax (benefit) provision
|
(96
|
)
|
|
107
|
|
|
1,295
|
|
|||
Net (loss) income
|
$
|
(244,760
|
)
|
|
$
|
(147,645
|
)
|
|
$
|
75,697
|
|
Net (loss) income per share, basic
|
$
|
(1.33
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
0.60
|
|
Net (loss) income per share, diluted
|
$
|
(1.33
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
0.58
|
|
Shares used in computing basic (loss) income per share amounts
|
184,062
|
|
|
160,138
|
|
|
126,018
|
|
|||
Shares used in computing diluted (loss) income per share amounts
|
184,062
|
|
|
160,138
|
|
|
130,479
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net (loss) income
|
$
|
(244,760
|
)
|
|
$
|
(147,645
|
)
|
|
$
|
75,697
|
|
Other comprehensive income (loss), net of tax of $106, $0 and $0 (1)
|
238
|
|
|
46
|
|
|
(150
|
)
|
|||
Comprehensive (loss) income
|
$
|
(244,522
|
)
|
|
$
|
(147,599
|
)
|
|
$
|
75,547
|
|
(1)
|
Other comprehensive income (loss) consisted solely of unrealized gains or losses on available for sale securities arising during the periods presented. There were no reclassification adjustments to net income resulting from realized gains or losses on the sale of securities.
|
|
Common
Stock
Shares
|
|
Common
Stock
Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity (Deficit)
|
|||||||||||
Balance at December 31, 2010
|
109,287,160
|
|
|
$
|
109
|
|
|
$
|
953,608
|
|
|
$
|
12
|
|
|
$
|
(1,182,054
|
)
|
|
$
|
(228,325
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,697
|
|
|
75,697
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
(150
|
)
|
|||||
Issuance of common stock under stock plans
|
3,488,669
|
|
|
3
|
|
|
15,038
|
|
|
—
|
|
|
—
|
|
|
15,041
|
|
|||||
Sale of shares of common stock
|
17,250,000
|
|
|
17
|
|
|
179,358
|
|
|
—
|
|
|
—
|
|
|
179,375
|
|
|||||
Issuance of common stock for settlement of convertible loan
|
5,537,906
|
|
|
6
|
|
|
36,889
|
|
|
—
|
|
|
—
|
|
|
36,895
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
12,099
|
|
|
—
|
|
|
—
|
|
|
12,099
|
|
|||||
Balance at December 31, 2011
|
135,563,735
|
|
|
135
|
|
|
1,196,992
|
|
|
(138
|
)
|
|
(1,106,357
|
)
|
|
90,632
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(147,645
|
)
|
|
(147,645
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|||||
Issuance of common stock under stock plans
|
983,478
|
|
|
1
|
|
|
2,821
|
|
|
—
|
|
|
—
|
|
|
2,822
|
|
|||||
Sale of shares of common stock
|
47,150,000
|
|
|
47
|
|
|
203,914
|
|
|
—
|
|
|
—
|
|
|
203,961
|
|
|||||
Equity component of convertible debt issued, net
|
—
|
|
|
—
|
|
|
137,785
|
|
|
—
|
|
|
—
|
|
|
137,785
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
8,833
|
|
|
—
|
|
|
—
|
|
|
8,833
|
|
|||||
Balance at December 31, 2012
|
183,697,213
|
|
|
183
|
|
|
1,550,345
|
|
|
(92
|
)
|
|
(1,254,002
|
)
|
|
296,434
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(244,760
|
)
|
|
(244,760
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
238
|
|
|
—
|
|
|
238
|
|
|||||
Issuance of common stock under stock plans
|
836,438
|
|
|
1
|
|
|
2,294
|
|
|
—
|
|
|
—
|
|
|
2,295
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
12,031
|
|
|
—
|
|
|
—
|
|
|
12,031
|
|
|||||
Balance at December 31, 2013
|
184,533,651
|
|
|
$
|
184
|
|
|
$
|
1,564,670
|
|
|
$
|
146
|
|
|
$
|
(1,498,762
|
)
|
|
$
|
66,238
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(244,760
|
)
|
|
$
|
(147,645
|
)
|
|
$
|
75,697
|
|
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
3,147
|
|
|
5,717
|
|
|
6,822
|
|
|||
Stock-based compensation expense
|
12,031
|
|
|
8,833
|
|
|
12,099
|
|
|||
Restructuring (credit) charge for property and equipment
|
—
|
|
|
(204
|
)
|
|
497
|
|
|||
Accretion of debt discount
|
26,290
|
|
|
14,752
|
|
|
7,989
|
|
|||
Gain on sale of property and equipment
|
—
|
|
|
(950
|
)
|
|
—
|
|
|||
Gain on sale of businesses
|
—
|
|
|
—
|
|
|
(2,254
|
)
|
|||
Other
|
6,787
|
|
|
4,989
|
|
|
4,801
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Other receivables
|
(1,190
|
)
|
|
27,038
|
|
|
(24,294
|
)
|
|||
Inventory
|
(2,890
|
)
|
|
—
|
|
|
—
|
|
|||
Prepaid expenses and other current assets
|
1,034
|
|
|
(1,764
|
)
|
|
10,553
|
|
|||
Other assets
|
—
|
|
|
(1,966
|
)
|
|
405
|
|
|||
Accounts payable and other accrued liabilities
|
8,691
|
|
|
5,149
|
|
|
(14,801
|
)
|
|||
Clinical trial liability
|
14,398
|
|
|
1,169
|
|
|
9,246
|
|
|||
Restructuring liability
|
(5,750
|
)
|
|
5,244
|
|
|
(303
|
)
|
|||
Other long-term liabilities
|
(1,690
|
)
|
|
(1,588
|
)
|
|
(1,162
|
)
|
|||
Deferred revenue
|
(14,871
|
)
|
|
(41,920
|
)
|
|
(244,528
|
)
|
|||
Net cash used in operating activities
|
(198,773
|
)
|
|
(123,146
|
)
|
|
(159,233
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(2,171
|
)
|
|
(2,717
|
)
|
|
(991
|
)
|
|||
Proceeds from sale of property and equipment
|
143
|
|
|
1,943
|
|
|
1,526
|
|
|||
Proceeds from sale of businesses
|
—
|
|
|
—
|
|
|
3,010
|
|
|||
Proceeds from maturities of restricted cash and investments
|
17,268
|
|
|
5,499
|
|
|
8,099
|
|
|||
Purchase of restricted cash and investments
|
(6,085
|
)
|
|
(41,485
|
)
|
|
(5,899
|
)
|
|||
Proceeds from sale of investments
|
—
|
|
|
—
|
|
|
55,205
|
|
|||
Proceeds from maturities of investments
|
325,171
|
|
|
310,765
|
|
|
124,800
|
|
|||
Purchases of investments
|
(189,975
|
)
|
|
(533,475
|
)
|
|
(237,213
|
)
|
|||
Net cash provided by (used in) investing activities
|
144,351
|
|
|
(259,470
|
)
|
|
(51,463
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock, net
|
—
|
|
|
203,479
|
|
|
179,375
|
|
|||
Proceeds from exercise of stock options and warrants
|
72
|
|
|
929
|
|
|
12,436
|
|
|||
Proceeds from employee stock purchase plan
|
1,429
|
|
|
1,217
|
|
|
1,734
|
|
|||
Proceeds from debt issuance, net
|
—
|
|
|
277,673
|
|
|
2,589
|
|
|||
Principal payments on debt
|
(13,170
|
)
|
|
(4,870
|
)
|
|
(8,621
|
)
|
|||
Net cash (used in) provided by financing activities
|
(11,669
|
)
|
|
478,428
|
|
|
187,513
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(66,091
|
)
|
|
95,812
|
|
|
(23,183
|
)
|
|||
Cash and cash equivalents at beginning of year
|
170,069
|
|
|
74,257
|
|
|
97,440
|
|
|||
Cash and cash equivalents at end of year
|
$
|
103,978
|
|
|
$
|
170,069
|
|
|
$
|
74,257
|
|
Supplemental cash flow disclosure:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
19,160
|
|
|
$
|
6,982
|
|
|
$
|
6,835
|
|
Cash paid for taxes
|
$
|
—
|
|
|
$
|
1,118
|
|
|
$
|
—
|
|
Non-cash financing activity:
|
|
|
|
|
|
||||||
Issuance of common stock for settlement of convertible loan, including accrued interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,895
|
|
Equipment and furniture
|
5 years
|
Computer equipment and software
|
3 years
|
Leasehold improvements
|
Shorter of lease life or 7 years
|
•
|
A Phase 1b, Open-Label, Dose-Escalation Study of the Safety, Tolerability, and Pharmacokinetics of MEHD7945A and Cobimetinib in Patients with Locally Advanced or Metastatic Solid Tumors with Mutant KRAS (NCT01986166);
|
•
|
A Phase 1b, Open-Label Study Evaluating the Safety, Tolerability, and Pharmacokinetics of Onartuzumab in Combination with Vemurafenib and/or Cobimetinib in Patients with Advanced Solid Malignancies (NCT01974258); and
|
•
|
A Phase 1b Study of the Safety and Pharmacology of MPDL3280A Administered with Cobimetinib in Patients with Locally Advanced or Metastatic Solid Tumors (NCT01988896).
|
|
Employee
Severance
And Other Benefits
|
|
Facility
Charges
|
|
Asset
Impairment
|
|
Legal and
Other Fees
|
|
Total
|
||||||||||
Restructuring charge
|
$
|
17,677
|
|
|
$
|
11,814
|
|
|
$
|
3,173
|
|
|
$
|
80
|
|
|
$
|
32,744
|
|
Cash payments
|
(10,528
|
)
|
|
(3,739
|
)
|
|
—
|
|
|
(10
|
)
|
|
(14,277
|
)
|
|||||
Adjustments or non-cash credits including stock compensation expense
|
(1,626
|
)
|
|
613
|
|
|
(3,341
|
)
|
|
—
|
|
|
(4,354
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
168
|
|
|
—
|
|
|
168
|
|
|||||
Ending accrual balance as of December 31, 2010
|
5,523
|
|
|
8,688
|
|
|
—
|
|
|
70
|
|
|
14,281
|
|
|||||
Restructuring charge
|
2,566
|
|
|
8,480
|
|
|
(907
|
)
|
|
(3
|
)
|
|
10,136
|
|
|||||
Cash payments
|
(7,366
|
)
|
|
(3,469
|
)
|
|
—
|
|
|
(16
|
)
|
|
(10,851
|
)
|
|||||
Adjustments or non-cash credits including stock compensation expense
|
(717
|
)
|
|
222
|
|
|
(619
|
)
|
|
—
|
|
|
(1,114
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
1,526
|
|
|
—
|
|
|
1,526
|
|
|||||
Ending accrual balance as of December 31, 2011
|
6
|
|
|
13,921
|
|
|
—
|
|
|
51
|
|
|
13,978
|
|
|||||
Restructuring charge
|
970
|
|
|
8,276
|
|
|
(47
|
)
|
|
(28
|
)
|
|
9,171
|
|
|||||
Cash payments
|
(965
|
)
|
|
(5,299
|
)
|
|
—
|
|
|
(3
|
)
|
|
(6,267
|
)
|
|||||
Adjustments or non-cash credits including stock compensation expense
|
(11
|
)
|
|
2,304
|
|
|
(891
|
)
|
|
—
|
|
|
1,402
|
|
|||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
938
|
|
|
—
|
|
|
938
|
|
|||||
Restructuring liability as of December 31, 2012
|
—
|
|
|
19,202
|
|
|
—
|
|
|
20
|
|
|
19,222
|
|
|||||
Restructuring charge (credit)
|
496
|
|
|
662
|
|
|
88
|
|
|
(15
|
)
|
|
1,231
|
|
|||||
Cash payments
|
(434
|
)
|
|
(6,331
|
)
|
|
—
|
|
|
—
|
|
|
(6,765
|
)
|
|||||
Adjustments or non-cash credits including stock compensation expense
|
(55
|
)
|
|
(73
|
)
|
|
(183
|
)
|
|
—
|
|
|
(311
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
95
|
|
|||||
Restructuring liability as of
December 31, 2013 |
$
|
7
|
|
|
$
|
13,460
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
13,472
|
|
|
December 31, 2013
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
As reported:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
103,978
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103,978
|
|
Short-term investments
|
138,403
|
|
|
94
|
|
|
(22
|
)
|
|
138,475
|
|
||||
Short-term restricted cash and investments
|
12,173
|
|
|
40
|
|
|
—
|
|
|
12,213
|
|
||||
Long-term investments
|
144,226
|
|
|
106
|
|
|
(33
|
)
|
|
144,299
|
|
||||
Long-term restricted cash and investments
|
16,837
|
|
|
60
|
|
|
—
|
|
|
16,897
|
|
||||
Total cash and investments
|
$
|
415,617
|
|
|
$
|
300
|
|
|
$
|
(55
|
)
|
|
$
|
415,862
|
|
|
December 31, 2012
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
As reported:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
170,070
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
170,069
|
|
Short-term investments
|
241,391
|
|
|
46
|
|
|
(66
|
)
|
|
241,371
|
|
||||
Short-term restricted cash and investments
|
12,242
|
|
|
4
|
|
|
—
|
|
|
12,246
|
|
||||
Long-term investments
|
182,407
|
|
|
28
|
|
|
(124
|
)
|
|
182,311
|
|
||||
Long-term restricted cash and investments
|
27,943
|
|
|
21
|
|
|
—
|
|
|
27,964
|
|
||||
Total cash and investments
|
$
|
634,053
|
|
|
$
|
99
|
|
|
$
|
(191
|
)
|
|
$
|
633,961
|
|
|
December 31, 2013
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Money market funds
|
$
|
24,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,813
|
|
Commercial paper
|
94,682
|
|
|
—
|
|
|
—
|
|
|
94,682
|
|
||||
Corporate bonds
|
239,937
|
|
|
190
|
|
|
(55
|
)
|
|
240,072
|
|
||||
U.S. Treasury and government sponsored enterprises
|
44,284
|
|
|
102
|
|
|
—
|
|
|
44,386
|
|
||||
Municipal bonds
|
6,005
|
|
|
8
|
|
|
|
|
|
6,013
|
|
||||
Total investments
|
$
|
409,721
|
|
|
$
|
300
|
|
|
$
|
(55
|
)
|
|
$
|
409,966
|
|
|
December 31, 2012
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Money market funds
|
$
|
76,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,048
|
|
Commercial paper
|
167,223
|
|
|
10
|
|
|
—
|
|
|
167,233
|
|
||||
Corporate bonds
|
222,106
|
|
|
30
|
|
|
(187
|
)
|
|
221,949
|
|
||||
U.S. Treasury and government sponsored enterprises
|
132,933
|
|
|
59
|
|
|
(1
|
)
|
|
132,991
|
|
||||
Municipal bonds
|
30,047
|
|
|
—
|
|
|
(3
|
)
|
|
30,044
|
|
||||
Total investments
|
$
|
628,357
|
|
|
$
|
99
|
|
|
$
|
(191
|
)
|
|
$
|
628,265
|
|
|
Mature within One Year
|
|
After One Year through Two Years
|
|
Fair Value
|
||||||
Money market funds
|
$
|
24,813
|
|
|
$
|
—
|
|
|
$
|
24,813
|
|
Commercial paper
|
94,682
|
|
|
—
|
|
|
94,682
|
|
|||
Corporate bonds
|
155,290
|
|
|
84,782
|
|
|
240,072
|
|
|||
U.S. Treasury and government sponsored enterprises
|
32,216
|
|
|
12,170
|
|
|
44,386
|
|
|||
Municipal bonds
|
—
|
|
|
6,013
|
|
|
6,013
|
|
|||
Total
|
$
|
307,001
|
|
|
$
|
102,965
|
|
|
$
|
409,966
|
|
|
December 31,
|
||
|
2013
|
||
Raw materials
|
$
|
529
|
|
Work in process
|
2,280
|
|
|
Finished goods
|
81
|
|
|
Total
|
$
|
2,890
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Laboratory equipment
|
$
|
15,453
|
|
|
$
|
19,504
|
|
Computer equipment and software
|
14,462
|
|
|
11,897
|
|
||
Furniture and fixtures
|
3,691
|
|
|
3,230
|
|
||
Leasehold improvements
|
17,031
|
|
|
16,572
|
|
||
Construction-in-progress
|
68
|
|
|
1,409
|
|
||
|
50,705
|
|
|
52,612
|
|
||
Less: accumulated depreciation and amortization
|
(45,795
|
)
|
|
(46,553
|
)
|
||
Property and equipment, net
|
$
|
4,910
|
|
|
$
|
6,059
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Convertible Senior Subordinated Notes due 2019
|
$
|
165,296
|
|
|
$
|
149,800
|
|
Secured Convertible Notes due 2015
|
99,851
|
|
|
100,676
|
|
||
Silicon Valley Bank term loan
|
80,000
|
|
|
80,000
|
|
||
Silicon Valley Bank line of credit
|
2,090
|
|
|
5,260
|
|
||
Total debt
|
347,237
|
|
|
335,736
|
|
||
Less: current portion
|
(11,762
|
)
|
|
(13,170
|
)
|
||
Long-term debt
|
$
|
335,475
|
|
|
$
|
322,566
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Net carrying amount of the liability component
|
$
|
165,296
|
|
|
$
|
149,800
|
|
Unamortized discount of the liability component
|
122,204
|
|
|
137,700
|
|
||
Principal amount of the 2019 Notes
|
$
|
287,500
|
|
|
$
|
287,500
|
|
•
|
Prior to July 1, 2015: we may prepay all of the principal amount of the Deerfield Notes at any time at a prepayment price equal to the outstanding principal amount, plus accrued and unpaid interest through the date of such prepayment, plus all interest that would have accrued on the principal amount of the Deerfield Notes between the date of such prepayment and the applicable maturity date of the Deerfield Notes if the outstanding principal amount of the Deerfield Notes as of such prepayment date had remained outstanding through the applicable maturity date, plus all other accrued and unpaid obligations; and
|
•
|
If we exercise the extension option: we may prepay all of the principal amount of the Deerfield Notes at a prepayment price equal to
105%
of the outstanding principal amount of the Deerfield Notes, plus all accrued and unpaid interest through the date of such prepayment, plus, if prior to July 1, 2017, all interest that would have accrued on the principal amount of the Deerfield Notes between the date of such prepayment and July 1, 2017, if the outstanding principal amount of the Deerfield Notes as of such prepayment date had remained outstanding through July 1, 2017, plus all other accrued and unpaid obligations, collectively referred to as the Prepayment Price.
|
Year Ending December 31, (1)
|
|
||
2014
|
$
|
11,762
|
|
2015
|
104,328
|
|
|
2016
|
—
|
|
|
2017
|
80,000
|
|
|
2018
|
—
|
|
|
Thereafter
|
287,500
|
|
(1)
|
Amounts include principal payments associated with the accretion of discounts and debt issuance costs. For the Deerfield Notes, this table is presented based the actual minimum mandatory prepayment we made in January 2014 as required by the note purchase agreement and assuming we do not make the election to extend the maturity of those notes and the remaining principal balance will be paid at the current July 2015 maturity date. The actual timing of payments made may differ materially.
|
Date Issued
|
|
Exercise
Price per Share
|
|
Expiration Date
|
|
Number
of Shares
|
|||
June 4, 2008
|
|
$
|
7.40
|
|
|
June 4, 2014
|
|
1,000,000
|
|
June 10, 2009
|
|
$
|
6.05
|
|
|
June 10, 2014
|
|
441,215
|
|
|
|
|
|
|
|
1,441,215
|
|
|
December 31, 2013
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Money market funds
|
$
|
24,813
|
|
|
$
|
—
|
|
|
$
|
24,813
|
|
Commercial paper
|
—
|
|
|
94,682
|
|
|
94,682
|
|
|||
Corporate bonds
|
—
|
|
|
240,072
|
|
|
240,072
|
|
|||
U.S. Treasury and government sponsored enterprises
|
—
|
|
|
44,386
|
|
|
44,386
|
|
|||
Municipal bonds
|
—
|
|
|
6,013
|
|
|
6,013
|
|
|||
Total
|
$
|
24,813
|
|
|
$
|
385,153
|
|
|
$
|
409,966
|
|
|
December 31, 2012
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Money market funds
|
$
|
76,050
|
|
|
$
|
—
|
|
|
$
|
76,050
|
|
Commercial paper
|
—
|
|
|
167,231
|
|
|
167,231
|
|
|||
Corporate bonds
|
—
|
|
|
221,949
|
|
|
221,949
|
|
|||
U.S. Treasury and government sponsored enterprises
|
—
|
|
|
132,991
|
|
|
132,991
|
|
|||
Municipal bonds
|
—
|
|
|
30,044
|
|
|
30,044
|
|
|||
Total
|
$
|
76,050
|
|
|
$
|
552,215
|
|
|
$
|
628,265
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
2019 Notes
|
$
|
165,296
|
|
|
$
|
339,883
|
|
|
$
|
149,800
|
|
|
$
|
280,111
|
|
Silicon Valley Bank Term Loan
|
$
|
80,000
|
|
|
$
|
79,946
|
|
|
$
|
80,000
|
|
|
$
|
79,542
|
|
Silicon Valley Bank Line of Credit
|
$
|
2,090
|
|
|
$
|
2,090
|
|
|
$
|
5,260
|
|
|
$
|
5,253
|
|
•
|
When available, we value investments based on quoted prices for those financial instruments, which is a Level 1 input. Our remaining investments are valued using third-party pricing sources, which use observable market prices, interest rates and yield curves observable at commonly quoted intervals of similar assets as observable inputs for pricing, which is a Level 2 input.
|
•
|
The fair value of the 2019 Notes is based on the average trading prices, which is a Level 2 input. The 2019 Notes are not carried at fair value and are shown at their initial fair value less unamortized discount; the portion of the value allocated to the conversion option is included in stockholders’ equity in the Consolidated Balance Sheets. See “Note 8 - Debt” for further information regarding the 2019 Notes.
|
•
|
We have estimated the fair value of our other debt instruments, where possible, using the net present value of the payments discounted at an interest rate that is consistent with money-market rates that would have been earned on our non-interest-bearing compensating balances, which is a Level 2 input.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Research and development expense
|
$
|
6,021
|
|
|
$
|
4,536
|
|
|
$
|
5,935
|
|
General and administrative expense
|
5,948
|
|
|
4,245
|
|
|
5,459
|
|
|||
Restructuring-related stock compensation expense
|
49
|
|
|
—
|
|
|
625
|
|
|||
Total employee stock-based compensation expense
|
$
|
12,018
|
|
|
$
|
8,781
|
|
|
$
|
12,019
|
|
|
Stock Options
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Weighted average grant-date fair value
|
$
|
2.97
|
|
|
$
|
3.24
|
|
|
$
|
3.50
|
|
Risk-free interest rate
|
1.51
|
%
|
|
0.81
|
%
|
|
1.07
|
%
|
|||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Volatility
|
61
|
%
|
|
69
|
%
|
|
70
|
%
|
|||
Expected life
|
5.6 years
|
|
|
5.6 years
|
|
|
5.5 years
|
|
|
ESPP
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Weighted average grant-date fair value
|
$
|
1.64
|
|
|
$
|
2.07
|
|
|
$
|
2.85
|
|
Risk-free interest rate
|
0.11
|
%
|
|
0.10
|
%
|
|
0.11
|
%
|
|||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Volatility
|
66
|
%
|
|
68
|
%
|
|
68
|
%
|
|||
Expected life
|
6 months
|
|
|
6 months
|
|
|
6 months
|
|
|
Options Outstanding
|
|
Options Outstanding and
Exercisable
|
||||||||||||
Exercise Price Range
|
Number
|
|
Weighted
Average
Remaining
Contractual Life
|
|
Weighted
Average
Exercise
Price
|
|
Number of
Exercisable
|
|
Weighted
Average
Exercise
Price
|
||||||
$3.05 - $5.50
|
4,735,373
|
|
|
5.18 years
|
|
$
|
5.07
|
|
|
2,841,746
|
|
|
$
|
5.04
|
|
$5.51 - $5.63
|
10,369,851
|
|
|
5.25 years
|
|
$
|
5.55
|
|
|
3,004,560
|
|
|
$
|
5.62
|
|
$5.65 - $8.86
|
3,877,697
|
|
|
5.06 years
|
|
$
|
6.97
|
|
|
2,971,955
|
|
|
$
|
7.32
|
|
$8.88 - $12.10
|
5,000,354
|
|
|
2.50 years
|
|
$
|
9.34
|
|
|
5,000,354
|
|
|
$
|
9.34
|
|
|
23,983,275
|
|
|
4.63 years
|
|
$
|
6.48
|
|
|
13,818,615
|
|
|
$
|
7.21
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Domestic
|
$
|
(236,076
|
)
|
|
$
|
(147,538
|
)
|
|
$
|
76,992
|
|
Foreign
|
(8,780
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
(244,856
|
)
|
|
$
|
(147,538
|
)
|
|
$
|
76,992
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
636
|
|
State
|
12
|
|
|
75
|
|
|
659
|
|
|||
Total current tax expense
|
12
|
|
|
107
|
|
|
1,295
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(106
|
)
|
|
—
|
|
|
—
|
|
|||
State
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
Total deferred tax expense
|
(108
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax (benefit) provision
|
$
|
(96
|
)
|
|
$
|
107
|
|
|
$
|
1,295
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
U.S. federal income tax (benefit) provision at statutory rate
|
$
|
(83,251
|
)
|
|
$
|
(50,163
|
)
|
|
$
|
26,177
|
|
Unutilized net operating losses
|
(3,438
|
)
|
|
46,324
|
|
|
(29,650
|
)
|
|||
Non-deductible interest
|
3,380
|
|
|
3,297
|
|
|
2,809
|
|
|||
Stock-based compensation
|
393
|
|
|
504
|
|
|
627
|
|
|||
State tax expense
|
10
|
|
|
74
|
|
|
660
|
|
|||
Refundable tax credit
|
—
|
|
|
32
|
|
|
636
|
|
|||
Available-for-sale investments
|
(106
|
)
|
|
—
|
|
|
—
|
|
|||
Impact of intellectual property rights transfer
|
82,858
|
|
|
—
|
|
|
—
|
|
|||
Other
|
58
|
|
|
39
|
|
|
36
|
|
|||
Income tax (benefit) provision
|
$
|
(96
|
)
|
|
$
|
107
|
|
|
$
|
1,295
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carry-forwards
|
$
|
358,372
|
|
|
$
|
374,200
|
|
Tax credit carry-forwards
|
64,635
|
|
|
65,232
|
|
||
Amortization of deferred stock compensation – non-qualified
|
24,279
|
|
|
26,469
|
|
||
Accruals and reserves not currently deductible
|
10,107
|
|
|
13,732
|
|
||
Deferred revenue
|
502
|
|
|
6,501
|
|
||
Book over tax depreciation and amortization
|
4,499
|
|
|
5,140
|
|
||
Total deferred tax assets
|
462,394
|
|
|
491,274
|
|
||
Valuation allowance
|
(421,426
|
)
|
|
(438,266
|
)
|
||
Net deferred tax assets
|
40,968
|
|
|
53,008
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Convertible debt
|
(40,968
|
)
|
|
(53,008
|
)
|
||
Total deferred tax liabilities
|
(40,968
|
)
|
|
(53,008
|
)
|
||
Net deferred taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Beginning balance
|
$
|
47,298
|
|
|
$
|
39,310
|
|
|
$
|
46,381
|
|
(Decrease) increase relating to prior year provision
|
(112
|
)
|
|
5,894
|
|
|
(9,782
|
)
|
|||
Increase relating to current year provision
|
7,891
|
|
|
2,094
|
|
|
2,711
|
|
|||
Ending balance
|
$
|
55,077
|
|
|
$
|
47,298
|
|
|
$
|
39,310
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(244,760
|
)
|
|
$
|
(147,645
|
)
|
|
$
|
75,697
|
|
Denominator:
|
|
|
|
|
|
||||||
Shares used in computing basic (loss) income per share amounts
|
184,062
|
|
|
160,138
|
|
|
126,018
|
|
|||
Add effect of dilutive securities:
|
|
|
|
|
|
||||||
Shares issuable upon exercise of outstanding stock options
|
—
|
|
|
—
|
|
|
2,064
|
|
|||
Shares issuable upon exercise of warrants
|
—
|
|
|
—
|
|
|
1,858
|
|
|||
Shares issuable upon vesting of RSUs
|
—
|
|
|
—
|
|
|
515
|
|
|||
Shares issuable upon purchase from ESPP contributions
|
—
|
|
|
—
|
|
|
24
|
|
|||
Total dilutive securities
|
—
|
|
|
—
|
|
|
4,461
|
|
|||
Shares used in computing diluted (loss) income per share amounts
|
184,062
|
|
|
160,138
|
|
|
130,479
|
|
|||
Net (loss) income per share, basic
|
$
|
(1.33
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
0.60
|
|
Net (loss) income per share, diluted
|
$
|
(1.33
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
0.58
|
|
|
December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
2019 Notes
|
54,123
|
|
|
54,123
|
|
|
—
|
|
Outstanding stock options, unvested RSUs and ESPP contributions
|
21,401
|
|
|
16,568
|
|
|
9,085
|
|
Warrants
|
1,441
|
|
|
1,441
|
|
|
—
|
|
Total potentially dilutive shares
|
76,965
|
|
|
72,132
|
|
|
9,085
|
|
Year Ending December 31,
|
Operating
Leases (1)
|
||
2014
|
$
|
19,896
|
|
2015
|
20,152
|
|
|
2016
|
16,431
|
|
|
2017
|
9,104
|
|
|
2018
|
2,806
|
|
|
Thereafter
|
—
|
|
|
|
$
|
68,389
|
|
(1)
|
Minimum payments have not been reduced by minimum sublease rentals of
$16.1 million
due in the future under noncancelable subleases.
|
|
Original
Term
(Expiration)
|
Renewal Options
|
Future
Minimum
Lease
Payments
|
||
Building Lease #1 and 2
|
May 2017
|
2 additional periods of 5 years
|
$
|
38,483
|
|
Building Lease #3
|
July 2018
|
1 additional period of 5 years
|
21,070
|
|
|
Building Lease #4
|
December 2015
|
1 additional period of 3 years
|
8,692
|
|
|
Other
|
|
|
144
|
|
|
Total
|
|
|
$
|
68,389
|
|
Collaborator
|
2013
|
|
2012
|
|
2011
|
|||
Bristol-Myers Squibb
|
52
|
%
|
|
66
|
%
|
|
59
|
%
|
Diplomat Specialty Pharmacy
|
45
|
%
|
|
—
|
%
|
|
—
|
%
|
Merck
|
—
|
%
|
|
22
|
%
|
|
—
|
%
|
Daiichi Sankyo
|
—
|
%
|
|
12
|
%
|
|
—
|
%
|
Sanofi
|
—
|
%
|
|
—
|
%
|
|
39
|
%
|
|
Quarter Ended
|
||||||||||||||
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
||||||||
2013:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
4,347
|
|
|
$
|
5,466
|
|
|
$
|
11,856
|
|
|
$
|
9,669
|
|
Gross profit
|
$
|
4,084
|
|
|
$
|
5,176
|
|
|
$
|
11,571
|
|
|
$
|
9,389
|
|
Loss from operations
|
$
|
(59,514
|
)
|
|
$
|
(55,913
|
)
|
|
$
|
(51,295
|
)
|
|
$
|
(34,010
|
)
|
Net loss
|
$
|
(70,746
|
)
|
|
$
|
(67,124
|
)
|
|
$
|
(62,161
|
)
|
|
$
|
(44,729
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.38
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.24
|
)
|
2012:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
7,814
|
|
|
$
|
13,313
|
|
|
$
|
7,813
|
|
|
$
|
18,510
|
|
Loss from operations
|
$
|
(41,974
|
)
|
|
$
|
(25,443
|
)
|
|
$
|
(32,723
|
)
|
|
$
|
(22,296
|
)
|
Net loss
|
$
|
(52,193
|
)
|
|
$
|
(32,814
|
)
|
|
$
|
(36,487
|
)
|
|
$
|
(26,151
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.28
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.18
|
)
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
Number of
securities to be issued upon exercise of outstanding
options, warrants and rights
|
|
Weighted-average exercise price of outstanding
options, warrants and
rights (1)
|
|
Number of securities remaining
available for future issuance under equity
compensation plans (excluding securities reflected in column (a))
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by stockholders (2)
|
|
25,779,649
|
|
|
$
|
6.48
|
|
|
3,750,072
|
|
Equity compensation plans not approved by stockholders (3)
|
|
14,147
|
|
|
n/a
|
|
|
857,396
|
|
|
Total
|
|
25,793,796
|
|
|
$
|
6.48
|
|
|
4,607,468
|
|
(1)
|
The weighted average exercise price does not take into account the shares subject to outstanding restricted stock units, or RSUs, which have no exercise price.
|
(2)
|
Represents shares of our common stock issuable pursuant to the 2000 Plan, the 2011 Plan, the Director Plan and the ESPP.
|
(3)
|
Represents shares of our common stock issuable pursuant to the 2010 Plan and the 401(k) Plan.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a)
|
The following documents are being filed as part of this report:
|
|
Page
|
|
|
E
XELIXIS
, I
NC
.
|
By:
|
|
/s/ M
ICHAEL
M. M
ORRISSEY
|
|
|
Michael M. Morrissey, Ph.D.
|
|
|
President and Chief Executive Officer
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
||
/s/ M
ICHAEL
M. M
ORRISSEY
|
|
Director, President and
|
|
February 20, 2014
|
Michael M. Morrissey, Ph.D.
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
|
||
/s/ F
RANK
K
ARBE
|
|
Executive Vice President and Chief Financial Officer
|
|
February 20, 2014
|
Frank Karbe
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
||
/s/ S
TELIOS
P
APADOPOULOS
|
|
Chairman of the Board
|
|
February 20, 2014
|
Stelios Papadopoulos, Ph.D.
|
|
|
|
|
|
|
|
||
/s/ C
HARLES
C
OHEN
|
|
Director
|
|
February 20, 2014
|
Charles Cohen, Ph.D.
|
|
|
|
|
|
|
|
||
/s/ C
ARL
B. F
ELDBAUM
|
|
Director
|
|
February 20, 2014
|
Carl B. Feldbaum, Esq.
|
|
|
|
|
|
|
|
||
/s/ A
LAN
M. G
ARBER
|
|
Director
|
|
February 20, 2014
|
Alan M. Garber, M.D., Ph.D.
|
|
|
|
|
|
|
|
||
/s/ V
INCENT
T. M
ARCHESI
|
|
Director
|
|
February 20, 2014
|
Vincent T. Marchesi, M.D., Ph.D.
|
|
|
|
|
|
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
||
/s/ F
RANK
M
C
C
ORMICK
|
|
Director
|
|
February 20, 2014
|
Frank McCormick, Ph.D.
|
|
|
|
|
|
|
|
||
/s/ G
EORGE
P
OSTE
|
|
Director
|
|
February 20, 2014
|
George Poste, D.V.M., Ph.D.
|
|
|
|
|
|
|
|
||
/s/ G
EORGE
A. S
CANGOS
|
|
Director
|
|
February 20, 2014
|
George A. Scangos, Ph.D.
|
|
|
|
|
|
|
|
||
/s/ L
ANCE
W
ILLSEY
|
|
Director
|
|
February 20, 2014
|
Lance Willsey, M.D.
|
|
|
|
|
|
|
|
||
/s/ J
ACK
L. W
YSZOMIERSKI
|
|
Director
|
|
February 20, 2014
|
Jack L. Wyszomierski
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporation by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File Number
|
|
Exhibit/
Appendix
Reference
|
|
Filing Date
|
|
|||||
3.1
|
|
Amended and Restated Certificate of Incorporation of Exelixis, Inc.
|
|
10-K
|
|
000-30235
|
|
3.1
|
|
3/10/2010
|
|
|
3.2
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Exelixis, Inc.
|
|
10-K
|
|
000-30235
|
|
3.2
|
|
3/10/2010
|
|
|
3.3
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Exelixis, Inc.
|
|
8-K
|
|
000-30235
|
|
3.1
|
|
5/25/2012
|
|
|
3.4
|
|
Amended and Restated Bylaws of Exelixis, Inc.
|
|
8-K
|
|
000-30235
|
|
3.1
|
|
12/5/2011
|
|
|
4.1
|
|
Specimen Common Stock Certificate.
|
|
S-1,
as amended
|
|
333-96335
|
|
4.1
|
|
4/7/2000
|
|
|
4.2
|
|
Form of Warrant, dated June 10, 2009, to purchase 500,000 shares of Exelixis, Inc. common stock in favor of Symphony Evolution Holdings LLC.
|
|
10-Q,
as amended
|
|
000-30235
|
|
4.4
|
|
7/30/2009
|
|
|
4.3
|
|
Warrant Purchase Agreement, dated June 9, 2005, between Exelixis, Inc. and Symphony Evolution Holdings LLC.
|
|
10-Q
|
|
000-30235
|
|
4.4
|
|
8/5/2010
|
|
|
4.4*
|
|
Form Warrant to Purchase Common Stock of Exelixis, Inc. issued to Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited
|
|
8-K
|
|
000-30235
|
|
4.9
|
|
6/9/2008
|
|
|
4.5
|
|
Form of Note, dated July 1, 2010, in favor of Deerfield Private Design International, L.P.
|
|
10-Q
|
|
000-30235
|
|
10.1 (Exhibit A-1)
|
|
8/5/2010
|
|
|
4.6
|
|
Form of Note, dated July 1, 2010, in favor of Deerfield Private Design Fund, L.P.
|
|
10-Q
|
|
000-30235
|
|
10.1 (Exhibit A-2)
|
|
8/5/2010
|
|
|
4.7
|
|
Form of Amended and Restated Secured Convertible Note issuable to entities affiliated with Deerfield Management Company, L.P.
|
|
8-K
|
|
000-30235
|
|
10.1 (Exhibit A)
|
|
1/22/2014
|
|
|
4.8
|
|
Registration Rights Agreement dated January 22, 2014 by and among Exelixis, Inc., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P.
|
|
8-K
|
|
000-30235
|
|
4.2
|
|
1/22/2014
|
|
|
4.9
|
|
Form of Warrant to Purchase Common Stock of Exelixis, Inc. issued to Deerfield Partners, L.P. and Deerfield International Master Fund, L.P.
|
|
8-K
|
|
000-30235
|
|
4.1
|
|
1/22/2014
|
|
|
4.10
|
|
Indenture dated August 14, 2012 by and between Exelixis, Inc. and Wells Fargo Bank, National Association
|
|
8-K
|
|
000-30235
|
|
4.1
|
|
8/14/2012
|
|
|
4.11
|
|
First Supplemental Indenture dated August 14, 2012 to Indenture dated August 14, 2012 by and between Exelixis, Inc. and Wells Fargo Bank, National Association
|
|
8-K
|
|
000-30235
|
|
4.2
|
|
8/14/2012
|
|
|
4.12
|
|
Form of 4.25% Convertible Senior Subordinated Note due 2019
|
|
8-K
|
|
000-30235
|
|
4.2 (Exhibit A)
|
|
8/14/2012
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporation by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File Number
|
|
Exhibit/
Appendix
Reference
|
|
Filing Date
|
|
|||||
10.1†
|
|
Form of Indemnity Agreement.
|
|
S-1,
as amended
|
|
333-96335
|
|
10.1
|
|
3/17/2000
|
|
|
10.2
†
|
|
2000 Equity Incentive Plan.
|
|
10-Q
|
|
000-30235
|
|
10.1
|
|
5/3/2007
|
|
|
10.3
†
|
|
Form of Stock Option Agreement under the 2000 Equity Incentive Plan (early exercise permissible).
|
|
10-Q
|
|
000-30235
|
|
10.2
|
|
11/8/2004
|
|
|
10.4
†
|
|
Form of Stock Option Agreement under the 2000 Equity Incentive Plan (early exercise may be restricted).
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
12/15/2004
|
|
|
10.5
†
|
|
Form of Restricted Stock Unit Agreement under the 2000 Equity Incentive Plan.
|
|
10-K
|
|
000-30235
|
|
10.6
|
|
3/10/2010
|
|
|
10.6
†
|
|
2000 Non-Employee Directors’ Stock Option Plan.
|
|
|
|
|
|
|
|
|
|
X
|
10.7
†
|
|
Form of Stock Option Agreement under the 2000 Non-Employee Directors’ Stock Option Plan.
|
|
10-K
|
|
000-30235
|
|
10.7
|
|
2/22/2011
|
|
|
10.8
†
|
|
2000 Employee Stock Purchase Plan.
|
|
Schedule 14A
|
|
000-30235
|
|
A
|
|
4/13/2009
|
|
|
10.9
†
|
|
2010 Inducement Award Plan
|
|
10-K
|
|
000-30235
|
|
10.10
|
|
3/10/2010
|
|
|
10.10
†
|
|
Form of Stock Option Agreement under the 2010 Inducement Award Plan.
|
|
10-K
|
|
000-30235
|
|
10.11
|
|
3/10/2010
|
|
|
10.11
†
|
|
Form of Restricted Stock Unit Agreement under the 2010 Inducement Award Plan.
|
|
10-K
|
|
000-30235
|
|
10.12
|
|
3/10/2010
|
|
|
10.12
†
|
|
2011 Equity Incentive Plan.
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
5/24/2011
|
|
|
10.13
†
|
|
Form of Stock Option Agreement under the 2011 Equity Incentive Plan
|
|
10-Q
|
|
000-30235
|
|
10.3
|
|
8/4/2011
|
|
|
10.14
†
|
|
Form of Restricted Stock Unit Agreement under the 2011 Equity Incentive Plan
|
|
10-Q
|
|
000-30235
|
|
10.4
|
|
8/4/2011
|
|
|
10.15
†
|
|
Exelixis, Inc. 401(k) Plan.
|
|
10-K
|
|
000-30235
|
|
10.13
|
|
3/10/2010
|
|
|
10.16
†
|
|
Exelixis, Inc. 401(k) Plan Adoption Agreement.
|
|
10-K
|
|
000-30235
|
|
10.14
|
|
3/10/2010
|
|
|
10.17
†
|
|
Offer Letter Agreement, dated February 3, 2000, between Michael Morrissey, Ph.D., and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.43
|
|
8/5/2004
|
|
|
10.18
†
|
|
Offer Letter Agreement, dated November 20, 2003, between Frank Karbe and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.46
|
|
8/5/2004
|
|
|
10.19
†
|
|
Employment Agreement, dated September 19, 2013, between Pamela Simonton, J.D., L.L.M. and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.3
|
|
10/30/2013
|
|
|
10.20
†
|
|
Offer Letter Agreement, dated June 20, 2006, between Exelixis, Inc. and Gisela M. Schwab, M.D.
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
6/26/2006
|
|
|
10.21
†
|
|
Offer Letter Agreement, dated October 6, 2011, between Exelixis, Inc. and J. Scott Garland.
|
|
10-K
|
|
000-30235
|
|
10.21
|
|
2/22/2012
|
|
|
10.22
†
|
|
Resignation Agreement dated July 22, 2010, by and between Exelixis, Inc. and George A. Scangos
|
|
10-Q
|
|
000-30235
|
|
10.1
|
|
11/4/2010
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporation by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File Number
|
|
Exhibit/
Appendix
Reference
|
|
Filing Date
|
|
|||||
10.23
†
|
|
Special One-Time Cash Bonus Information for Named Executive Officers
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
12/7/2012
|
|
|
10.24
†
|
|
Compensation Information for Named Executive Officers.
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
2/8/2013
|
|
|
10.25
†
|
|
Compensation Information for Non-Employee Directors.
|
|
10-K
|
|
000-30235
|
|
10.25
|
|
2/21/2013
|
|
|
10.26
†
|
|
Exelixis, Inc. Change in Control and Severance Benefit Plan, as amended and restated.
|
|
10-Q
|
|
000-30235
|
|
10.2
|
|
10/27/2011
|
|
|
10.27
|
|
Product Development and Commercialization Agreement, dated as of October 28, 2002, by and between SmithKlineBeecham Corporation and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.1
|
|
8/6/2013
|
|
|
10.28*
|
|
First Amendment, dated January 10, 2005, to the Product Development and Commercialization Agreement, dated October 28, 2002, by and between SmithKlineBeecham Corporation and Exelixis, Inc.
|
|
10-K
|
|
000-30235
|
|
10.24
|
|
3/15/2005
|
|
|
10.29*
|
|
Second Amendment, dated June 13, 2008, to the Product Development and Commercialization Agreement, dated October 28, 2002, by and between SmithKlineBeecham Corporation d/b/a GlaxoSmithKline and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.3
|
|
8/5/2008
|
|
|
10.30*
|
|
Letter Agreement, dated February 17, 2009, between Exelixis, Inc. and SmithKlineBeecham Corporation d/b/a GlaxoSmithKline.
|
|
10-Q,
as amended
|
|
000-30235
|
|
10.1
|
|
5/7/2009
|
|
|
10.31*
|
|
Amended and Restated Collaboration Agreement, dated April 15, 2011, by and between Exelixis, Inc., Exelixis Patent Company, LLC., and Bristol-Myers Squibb Company.
|
|
10-Q
|
|
000-30235
|
|
10.5
|
|
8/4/2011
|
|
|
10.32*
|
|
Collaboration Agreement, dated December 22, 2006, between Exelixis, Inc. and Genentech, Inc.
|
|
10-K
|
|
000-30235
|
|
10.39
|
|
2/27/2007
|
|
|
10.33*
|
|
First Amendment, dated March 13, 2008, to the Collaboration Agreement, dated December 22, 2006, between Exelixis, Inc. and Genentech, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.1
|
|
5/6/2008
|
|
|
10.34
|
|
Second Amendment, dated April 30, 2010, to the Collaboration Agreement, dated December 22, 2006, between Exelixis, Inc. and Genentech, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.5
|
|
8/5/2010
|
|
|
10.35
|
|
Lease, dated May 12, 1999, between Britannia Pointe Grand Limited Partnership and Exelixis, Inc.
|
|
S-1,
as amended
|
|
333-96335
|
|
10.11
|
|
2/7/2000
|
|
|
10.36
|
|
First Amendment, dated March 29, 2000, to Lease, dated May 12, 1999, between Britannia Pointe Grand Limited Partnership and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.1
|
|
5/15/2000
|
|
|
10.37
|
|
Second Amendment, dated January 31, 2001, to Lease dated May 12, 1999, between Britannia Pointe Grand Limited Partnership and Exelixis, Inc.
|
|
S-1,
as amended
|
|
333-152166
|
|
10.44
|
|
7/7/2008
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporation by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File Number
|
|
Exhibit/
Appendix
Reference
|
|
Filing Date
|
|
|||||
10.38
|
|
Third Amendment, dated May 24, 2001, to Lease dated May 12, 1999, between Britannia Pointe Grand Limited Partnership and Exelixis, Inc.
|
|
10-K
|
|
000-30235
|
|
10.46
|
|
2/22/2011
|
|
|
10.39
|
|
Lease Agreement, dated May 24, 2001, between Britannia Pointe Grand Limited Partnership and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.48
|
|
8/5/2004
|
|
|
10.40
|
|
First Amendment, dated February 28, 2003, to Lease, dated May 24, 2001, between Britannia Pointe Grand Limited Partnership and Exelixis, Inc.
|
|
S-1,
as amended
|
|
333-152166
|
|
10.46
|
|
7/7/2008
|
|
|
10.41
|
|
Second Amendment, dated July 20, 2004, to Lease, dated May 24, 2001, between Britannia Pointe Grand Limited Partnership and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.49
|
|
8/5/2004
|
|
|
10.42
|
|
Lease Agreement, dated May 27, 2005, between Exelixis, Inc. and Britannia Pointe Grand Limited Partnership.
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
5/27/2005
|
|
|
10.43
|
|
Sublease, dated July 25, 2011, between Exelixis, Inc. and Nodality, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.3
|
|
10/27/2011
|
|
|
10.44
|
|
Consent to Sublease, dated August 16, 2011, by and among HCP Life Science REIT, Inc., Exelixis, Inc., and Nodality, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.4
|
|
10/27/2011
|
|
|
10.45
|
|
Side Letter dated April 12, 2012 to Sublease between Exelixis, Inc. and Nodality, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.1
|
|
8/2/2012
|
|
|
10.46
|
|
First Amendment to Sublease dated effective June 1, 2012 by and between Exelixis, Inc. and Nodality, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.2
|
|
8/2/2012
|
|
|
10.47
|
|
Consent of Landlord dated June 1, 2012 to First Amendment to Sublease dated effective June 1, 2012 by and between Exelixis, Inc. and Nodality, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.3
|
|
8/2/2012
|
|
|
10.48
|
|
Sublease, dated July 25, 2011, between Exelixis, Inc. and Threshold Pharmaceuticals, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.5
|
|
10/27/2011
|
|
|
10.49
|
|
Consent to Sublease, dated August 19, 2011, by and among HCP Life Science REIT, Inc., Exelixis, Inc., and Threshold Pharmaceuticals, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.6
|
|
10/27/2011
|
|
|
10.50
|
|
Lease Agreement, dated September 14, 2007, between ARE-San Francisco No. 12, LLC and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.5
|
|
11/5/2007
|
|
|
10.51
|
|
First Amendment, dated May 31, 2008, to Lease Agreement, dated September 14, 2007, between ARE-San Francisco No. 12, LLC and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.1
|
|
8/5/2008
|
|
|
10.52
|
|
Second Amendment, dated October 23, 2008, to Lease Agreement, dated September 14, 2007, between ARE-San Francisco No. 12, LLC and Exelixis, Inc.
|
|
10-K
|
|
000-30235
|
|
10.62
|
|
3/10/2009
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporation by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File Number
|
|
Exhibit/
Appendix
Reference
|
|
Filing Date
|
|
|||||
10.53
|
|
Third Amendment, dated October 24, 2008, to Lease Agreement, dated September 14, 2007, between ARE-San Francisco No. 12, LLC and Exelixis, Inc.
|
|
10-K
|
|
000-30235
|
|
10.63
|
|
3/10/2009
|
|
|
10.54
|
|
Fourth Amendment, dated July 9, 2010, to Lease Agreement, dated September 14, 2007, between ARE-San Francisco No. 12, LLC and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.2
|
|
11/4/2010
|
|
|
10.55
|
|
Sublease Agreement, dated July 9, 2010, by and between Exelixis, Inc. and Onyx Pharmaceuticals, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.4
|
|
11/4/2010
|
|
|
10.56
|
|
Consent to Sublease dated July 9, 2010 by and among ARE-San Francisco No. 12, LLC, Exelixis, Inc. and Onyx Pharmaceuticals, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.3
|
|
11/4/2010
|
|
|
10.57
|
|
Sublease Agreement, dated August 5, 2013, by and between Exelixis, Inc. and Sutro Biopharma, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.2
|
|
10/30/2013
|
|
|
10.58
|
|
Consent to Sublease Agreement, dated August 5, 2013, by and among Britannia Pointe Limited Grand Partnership, Exelixis, Inc. and Sutro Biopharma, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.3
|
|
10/30/2013
|
|
|
10.59
|
|
Loan and Security Agreement, dated May 22, 2002, by and between Silicon Valley Bank and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.34
|
|
8/6/2002
|
|
|
10.60
|
|
Loan Modification Agreement, dated December 21, 2004, between Silicon Valley Bank and Exelixis, Inc.
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
12/23/2004
|
|
|
10.61
|
|
Amendment No. 7, dated December 21, 2006, to the Loan and Security Agreement, dated May 22, 2002, between Silicon Valley Bank and Exelixis, Inc.
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
12/27/2006
|
|
|
10.62
|
|
Amendment No. 8, dated December 21, 2007, to the Loan and Security Agreement, dated May 22, 2002, between Silicon Valley Bank and Exelixis, Inc.
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
12/26/2007
|
|
|
10.63
|
|
Amendment No. 9, dated December 22, 2009, to the Loan and Security Agreement, dated May 22, 2002, between Silicon Valley Bank and Exelixis, Inc.
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
12/23/2009
|
|
|
10.64*
|
|
Amendment No. 10, dated June 2, 2010, to the Loan and Security Agreement, dated May 22, 2002, by and between Silicon Valley Bank and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.3
|
|
8/5/2010
|
|
|
10.65*
|
|
Amendment No. 11, dated August 18, 2011, to the Loan and Security Agreement, dated May 22, 2002, by and between Silicon Valley Bank and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.7
|
|
10/27/2011
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporation by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File Number
|
|
Exhibit/
Appendix
Reference
|
|
Filing Date
|
|
|||||
10.66
|
|
Pledge and Escrow Agreement dated August 14, 2012 by and among Exelixis, Inc., Wells Fargo Bank, National Association and Wells Fargo Bank, National Association
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
8/14/2012
|
|
|
10.67*
|
|
Amended and Restated Collaboration Agreement, dated April 15, 2011, by and between Exelixis, Inc., Exelixis Patent Company, LLC., and Bristol-Myers Squibb Company.
|
|
10-Q
|
|
000-30235
|
|
10.6
|
|
8/4/2011
|
|
|
10.68*
|
|
License Agreement, dated May 27, 2009, between Exelixis, Inc. and Sanofi.
|
|
10-Q,
as amended
|
|
000-30235
|
|
10.1
|
|
7/30/2009
|
|
|
10.69*
|
|
Collaboration Agreement, dated May 27, 2009, between Exelixis, Inc. and Sanofi.
|
|
10-Q,
as amended
|
|
000-30235
|
|
10.2
|
|
7/30/2009
|
|
|
10.70*
|
|
Termination Agreement, dated December 22, 2011, between Exelixis, Inc. and Sanofi.
|
|
10-K
|
|
000-30235
|
|
10.83
|
|
2/22/2012
|
|
|
10.70
|
|
Letter, dated May 27, 2009, relating to regulatory filings for the Collaboration Agreement, dated May 27, 2009, between Exelixis, Inc. and Sanofi.
|
|
10-Q,
as amended
|
|
000-30235
|
|
10.3
|
|
7/30/2009
|
|
|
10.71
|
|
Note Purchase Agreement, dated June 2, 2010, by and between Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P. and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.1
|
|
8/5/2010
|
|
|
10.72
|
|
Consent and Amendment dated as of August 6, 2012 to Note Purchase Agreement, dated as of June 2, 2010, between Exelixis, Inc., Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P.
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
8/6/2012
|
|
|
10.73
|
|
Amendment No. 2 dated as of August 1, 2013 to Note Purchase Agreement, dated as of June 2, 2010, between Exelixis, Inc., Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P.
|
|
10-Q
|
|
000-30235
|
|
10.1
|
|
10/30/2013
|
|
|
10.74
|
|
Amendment No. 3 dated as of January 22, 2013 to Note Purchase Agreement, dated as of June 2, 2010, by and among Exelixis, Inc., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Partners L.P. and Deerfield International Master Fund, L.P.
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
1/22/2014
|
|
|
10.75
|
|
Security Agreement, dated July 1, 2010, by and between Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P. and Exelixis, Inc.
|
|
10-Q
|
|
000-30235
|
|
10.2
|
|
8/5/2010
|
|
|
10.76*
|
|
Amended and Restated License Agreement, dated April 15, 2011, by and between Exelixis, Inc., Exelixis Patent Company, LLC, and Bristol-Myers Squibb Company.
|
|
10-Q
|
|
000-30235
|
|
10.7
|
|
8/4/2011
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporation by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File Number
|
|
Exhibit/
Appendix
Reference
|
|
Filing Date
|
|
|||||
10.77*
|
|
Amended and Restated Collaboration Agreement, dated April 15, 2011, by and between Exelixis, Inc., Exelixis Patent Company, LLC, and Bristol-Myers Squibb Company.
|
|
10-Q
|
|
000-30235
|
|
10.8
|
|
8/4/2011
|
|
|
10.78*
|
|
Exclusive License Agreement, dated December 20, 2011, between Exelixis, Inc. and Merck.
|
|
10-K
|
|
000-30235
|
|
10.91
|
|
2/22/2012
|
|
|
12.1
|
|
Statement Re Computation of Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
|
X
|
21.1
|
|
Subsidiaries of Exelixis, Inc.
|
|
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney (contained on signature page).
|
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certification required by Rule 13a-14(a) or Rule 15d-14(a).
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certification required by Rule 13a-14(a) or Rule 15d-14(a).
|
|
|
|
|
|
|
|
|
|
X
|
32.1‡
|
|
Certification by the Chief Executive Officer and the Chief Financial Officer of Exelixis, Inc., as required by Rule 13a-14(b) or 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
|
|
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
†
|
Management contract or compensatory plan.
|
*
|
Confidential treatment granted for certain portions of this exhibit.
|
‡
|
This certification accompanies this Annual Report on Form 10-K, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Annual Report on Form 10-K), irrespective of any general incorporation language contained in such filing.
|
1.
|
PURPOSE.
|
2.
|
DEFINITIONS.
|
3.
|
ADMINISTRATION.
|
4.
|
SHARES SUBJECT TO THE PLAN.
|
5.
|
ELIGIBILITY.
|
6.
|
OPTION GRANTS.
|
7.
|
OPTION PROVISIONS.
|
8.
|
COVENANTS OF THE COMPANY.
|
9.
|
USE OF PROCEEDS FROM STOCK.
|
10.
|
MISCELLANEOUS.
|
11.
|
ADJUSTMENTS UPON CHANGES IN STOCK.
|
12.
|
AMENDMENT OF THE PLAN AND OPTIONS.
|
13.
|
TERMINATION OR SUSPENSION OF THE PLAN.
|
14.
|
EFFECTIVE DATE OF PLAN.
|
15.
|
CHOICE OF LAW.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (1)
|
$
|
45,347
|
|
|
$
|
27,088
|
|
|
$
|
16,259
|
|
|
$
|
9,340
|
|
|
$
|
12,672
|
|
Interest portion of rental expense
|
935
|
|
|
2,948
|
|
|
606
|
|
|
570
|
|
|
843
|
|
|||||
Total fixed charges
|
$
|
46,282
|
|
|
$
|
30,036
|
|
|
$
|
16,865
|
|
|
$
|
9,910
|
|
|
$
|
13,515
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) before income taxes
|
$
|
(244,856
|
)
|
|
$
|
(147,538
|
)
|
|
$
|
76,992
|
|
|
$
|
(92,402
|
)
|
|
$
|
(140,843
|
)
|
Fixed charges per above
|
46,282
|
|
|
30,036
|
|
|
16,865
|
|
|
9,910
|
|
|
13,515
|
|
|||||
Earnings
|
$
|
(198,574
|
)
|
|
$
|
(117,502
|
)
|
|
$
|
93,857
|
|
|
$
|
(82,492
|
)
|
|
$
|
(127,328
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
|
|
|
|
5.57
|
|
|
|
|
|
||||||||
Deficiency of earnings available to cover fixed charges
|
$
|
(244,856
|
)
|
|
$
|
(147,538
|
)
|
|
|
|
|
$
|
(92,402
|
)
|
|
$
|
(140,843
|
)
|
Name of Subsidiary
|
State or Other Jurisdiction of Incorporation or Organization
|
Exelixis International (Bermuda) Ltd.
|
Bermuda
|
/s/ M
ICHAEL
M. M
ORRISSEY
|
Michael M. Morrissey, Ph.D.
|
President and Chief Executive Officer
|
/s/ F
RANK
K
ARBE
|
Frank Karbe
|
Executive Vice President and Chief Financial Officer
|
/s/ M
ICHAEL
M. M
ORRISSEY
|
|
|
|
/s/ F
RANK
K
ARBE
|
Michael M. Morrissey, Ph.D.
|
|
|
|
Frank Karbe
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Chief Financial Officer
(Principal Financial Officer)
|