FORM 10-Q
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ý
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QUARTERLY 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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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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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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March 31,
2014 |
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December 31, 2013*
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||||
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(unaudited)
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|||||
ASSETS
|
|
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|
||||
Current assets:
|
|
|
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||||
Cash and cash equivalents
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$
|
157,539
|
|
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$
|
103,978
|
|
Short-term investments
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116,033
|
|
|
138,475
|
|
||
Short-term restricted cash and investments
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12,208
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|
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12,213
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Trade and other receivables
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4,457
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|
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3,941
|
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Inventory
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2,686
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|
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2,890
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Prepaid expenses and other current assets
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5,386
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|
|
5,112
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Total current assets
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298,309
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|
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266,609
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Long-term investments
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111,155
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144,299
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Long-term restricted cash and investments
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10,814
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16,897
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Property and equipment, net
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4,685
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|
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4,910
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Goodwill
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63,684
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63,684
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Other assets
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8,918
|
|
|
6,888
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Total assets
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$
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497,565
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|
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$
|
503,287
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|
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|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
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$
|
4,943
|
|
|
$
|
9,345
|
|
Accrued clinical trial liabilities
|
39,118
|
|
|
34,958
|
|
||
Accrued compensation and benefits
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8,088
|
|
|
12,797
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||
Other accrued liabilities
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11,974
|
|
|
13,116
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||
Current portion of convertible notes
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—
|
|
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10,000
|
|
||
Current portion of loans payable
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1,392
|
|
|
1,762
|
|
||
Current portion of restructuring
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4,298
|
|
|
4,425
|
|
||
Deferred revenue
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1,243
|
|
|
1,450
|
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Total current liabilities
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71,056
|
|
|
87,853
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Long-term portion of convertible notes
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261,408
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255,147
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Long-term portion of loans payable
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80,219
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|
|
80,328
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Long-term portion of restructuring
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7,933
|
|
|
9,047
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Other long-term liabilities
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5,467
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|
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4,674
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Total liabilities
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426,083
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|
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437,049
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Commitments
|
|
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||||
Stockholders’ equity:
|
|
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||||
Preferred stock
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—
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|
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—
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Common stock, $0.001 par value; 400,000,000 shares authorized; issued and outstanding:
194,652,943 and 184,533,651 shares at March 31, 2014 and December 31, 2013,
respectively
|
194
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|
|
184
|
|
||
Additional paid-in capital
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1,644,516
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1,564,670
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Accumulated other comprehensive income
|
153
|
|
|
146
|
|
||
Accumulated deficit
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(1,573,381
|
)
|
|
(1,498,762
|
)
|
||
Total stockholders’ equity
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71,482
|
|
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66,238
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Total liabilities and stockholders’ equity
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$
|
497,565
|
|
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$
|
503,287
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*
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The condensed consolidated balance sheet as of December 31, 2013 has been derived from the audited financial statements as of that date.
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Three Months Ended March 31,
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||||||
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2014
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|
2013
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||||
Revenues:
|
|
|
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||||
Net product revenues
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$
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4,905
|
|
|
$
|
1,856
|
|
License and contract revenues
|
—
|
|
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7,813
|
|
||
Total revenues
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4,905
|
|
|
9,669
|
|
||
Operating expenses:
|
|
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||||
Cost of goods sold
|
309
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|
|
280
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||
Research and development
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54,847
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32,735
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Selling, general and administrative
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14,691
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10,545
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Restructuring charge
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46
|
|
|
119
|
|
||
Total operating expenses
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69,893
|
|
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43,679
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|
||
Loss from operations
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(64,988
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)
|
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(34,010
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)
|
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Other income (expense), net:
|
|
|
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||||
Interest income and other, net
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2,131
|
|
|
338
|
|
||
Interest expense
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(11,762
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)
|
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(11,057
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)
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Total other income (expense), net
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(9,631
|
)
|
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(10,719
|
)
|
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Net loss
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$
|
(74,619
|
)
|
|
$
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(44,729
|
)
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Net loss per share, basic and diluted
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$
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(0.39
|
)
|
|
$
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(0.24
|
)
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Shares used in computing basic and diluted net loss per share
|
191,699
|
|
|
183,742
|
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Three Months Ended March 31,
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||||||
|
2014
|
|
2013
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Net loss
|
$
|
(74,619
|
)
|
|
$
|
(44,729
|
)
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Other comprehensive income (1)
|
7
|
|
|
194
|
|
||
Comprehensive loss
|
$
|
(74,612
|
)
|
|
$
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(44,535
|
)
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(1)
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Other comprehensive income consisted solely of unrealized gains or losses, net on available for sale securities arising during the periods presented. There were no reclassification adjustments to net loss resulting from realized gains or losses on the sale of securities and there was no income tax expense related to other comprehensive income during those periods.
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Three Months Ended March 31,
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||||||
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2014
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|
2013
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Cash flows from operating activities:
|
|
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Net loss
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$
|
(74,619
|
)
|
|
$
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(44,729
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)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
498
|
|
|
842
|
|
||
Stock-based compensation expense
|
3,758
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|
|
2,679
|
|
||
Accretion of debt discount
|
6,988
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|
|
6,314
|
|
||
Gain on warrants
|
(1,739
|
)
|
|
—
|
|
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Other
|
1,475
|
|
|
1,733
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Trade and other receivables
|
(516
|
)
|
|
(1,114
|
)
|
||
Inventory
|
204
|
|
|
(280
|
)
|
||
Prepaid expenses and other current assets
|
(359
|
)
|
|
(4,757
|
)
|
||
Other assets
|
(5
|
)
|
|
—
|
|
||
Accounts payable, accrued compensation, and other accrued liabilities
|
(10,254
|
)
|
|
(4,769
|
)
|
||
Clinical trial liabilities
|
4,160
|
|
|
(703
|
)
|
||
Restructuring liability
|
(1,241
|
)
|
|
(2,378
|
)
|
||
Other long-term liabilities
|
(229
|
)
|
|
(143
|
)
|
||
Deferred revenue
|
(207
|
)
|
|
(7,110
|
)
|
||
Net cash used in operating activities
|
(72,086
|
)
|
|
(54,415
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(384
|
)
|
|
(729
|
)
|
||
Proceeds from sale of property and equipment
|
276
|
|
|
—
|
|
||
Proceeds from maturities of restricted cash and investments
|
6,598
|
|
|
6,647
|
|
||
Purchase of restricted cash and investments
|
(504
|
)
|
|
(504
|
)
|
||
Proceeds from maturities of investments
|
90,311
|
|
|
157,096
|
|
||
Purchases of investments
|
(35,937
|
)
|
|
(96,157
|
)
|
||
Net cash provided by investing activities
|
60,360
|
|
|
66,353
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock, net
|
75,646
|
|
|
—
|
|
||
Proceeds from exercise of stock options and warrants
|
120
|
|
|
16
|
|
||
Principal payments on debt
|
(10,479
|
)
|
|
(10,791
|
)
|
||
Net cash provided by (used in) financing activities
|
65,287
|
|
|
(10,775
|
)
|
||
Net increase in cash and cash equivalents
|
53,561
|
|
|
1,163
|
|
||
Cash and cash equivalents at beginning of period
|
103,978
|
|
|
170,069
|
|
||
Cash and cash equivalents at end of period
|
$
|
157,539
|
|
|
$
|
171,232
|
|
Supplemental cash flow disclosure - non-cash financing activity:
|
|
|
|
||||
Issuance of warrants in connection with amendment to convertible notes
|
$
|
2,762
|
|
|
$
|
—
|
|
|
|
Facility
Charges
|
|
Other
|
|
Total
|
||||||
Restructuring liability as of December 31, 2012
|
|
$
|
19,202
|
|
|
$
|
20
|
|
|
$
|
19,222
|
|
Restructuring charge
|
|
662
|
|
|
569
|
|
|
1,231
|
|
|||
Cash payments
|
|
(6,331
|
)
|
|
(434
|
)
|
|
(6,765
|
)
|
|||
Adjustments or non-cash credits including stock compensation expense
|
|
(73
|
)
|
|
(238
|
)
|
|
(311
|
)
|
|||
Proceeds from sale of assets
|
|
—
|
|
|
95
|
|
|
95
|
|
|||
Restructuring liability as of December 31, 2013
|
|
13,460
|
|
|
12
|
|
|
13,472
|
|
|||
Restructuring charge (credit)
|
|
159
|
|
|
(113
|
)
|
|
46
|
|
|||
Cash payments
|
|
(1,403
|
)
|
|
(6
|
)
|
|
(1,409
|
)
|
|||
Adjustments or non-cash credits
|
|
9
|
|
|
(86
|
)
|
|
(77
|
)
|
|||
Proceeds from sale of assets
|
|
—
|
|
|
199
|
|
|
199
|
|
|||
Restructuring liability as of March 31, 2014
|
|
$
|
12,225
|
|
|
$
|
6
|
|
|
$
|
12,231
|
|
|
March 31, 2014
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Cash and cash equivalents
|
$
|
157,538
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
157,539
|
|
Short-term investments
|
115,931
|
|
|
119
|
|
|
(17
|
)
|
|
116,033
|
|
||||
Short-term restricted cash and investments
|
12,142
|
|
|
66
|
|
|
—
|
|
|
12,208
|
|
||||
Long-term investments
|
111,110
|
|
|
54
|
|
|
(9
|
)
|
|
111,155
|
|
||||
Long-term restricted cash and investments
|
10,768
|
|
|
46
|
|
|
—
|
|
|
10,814
|
|
||||
Total cash and investments
|
$
|
407,489
|
|
|
$
|
286
|
|
|
$
|
(26
|
)
|
|
$
|
407,749
|
|
|
December 31, 2013
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
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
|
|
|
March 31, 2014
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Money market funds
|
$
|
71,150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71,150
|
|
Commercial paper
|
103,273
|
|
|
—
|
|
|
—
|
|
|
103,273
|
|
||||
Corporate bonds
|
208,208
|
|
|
166
|
|
|
(26
|
)
|
|
208,348
|
|
||||
U.S. Treasury and government sponsored enterprises
|
21,372
|
|
|
116
|
|
|
—
|
|
|
21,488
|
|
||||
Municipal bonds
|
2,752
|
|
|
4
|
|
|
—
|
|
|
2,756
|
|
||||
Total investments
|
$
|
406,755
|
|
|
$
|
286
|
|
|
$
|
(26
|
)
|
|
$
|
407,015
|
|
|
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
|
|
|
Mature within One Year
|
|
After One Year through Two Years
|
|
Fair Value
|
||||||
Money market funds
|
$
|
71,150
|
|
|
$
|
—
|
|
|
$
|
71,150
|
|
Commercial paper
|
103,273
|
|
|
—
|
|
|
103,273
|
|
|||
Corporate bonds
|
168,772
|
|
|
39,576
|
|
|
208,348
|
|
|||
U.S. Treasury and government sponsored enterprises
|
15,400
|
|
|
6,088
|
|
|
21,488
|
|
|||
Municipal bonds
|
—
|
|
|
2,756
|
|
|
2,756
|
|
|||
Total investments
|
$
|
358,595
|
|
|
$
|
48,420
|
|
|
$
|
407,015
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
Raw materials
|
$
|
678
|
|
|
$
|
529
|
|
Work in process
|
1,665
|
|
|
2,280
|
|
||
Finished goods
|
343
|
|
|
81
|
|
||
Total
|
$
|
2,686
|
|
|
$
|
2,890
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
Convertible Senior Subordinated Notes due 2019
|
$
|
169,415
|
|
|
$
|
165,296
|
|
Secured Convertible Notes due 2015
|
91,993
|
|
|
99,851
|
|
||
Silicon Valley Bank term loan
|
80,000
|
|
|
80,000
|
|
||
Silicon Valley Bank line of credit
|
1,611
|
|
|
2,090
|
|
||
Total debt
|
343,019
|
|
|
347,237
|
|
||
Less: current portion
|
(1,392
|
)
|
|
(11,762
|
)
|
||
Long-term debt
|
$
|
341,627
|
|
|
$
|
335,475
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
Net carrying amount of the liability component
|
$
|
169,415
|
|
|
$
|
165,296
|
|
Unamortized discount of the liability component
|
118,085
|
|
|
122,204
|
|
||
Face amount of the 2019 Notes
|
$
|
287,500
|
|
|
$
|
287,500
|
|
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
|
|
186,362
|
|
January 22, 2014
|
|
$
|
9.70
|
|
|
January 22, 2016
|
|
1,000,000
|
|
|
|
|
|
|
|
2,186,362
|
|
|
March 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
71,150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71,150
|
|
Commercial paper
|
—
|
|
|
103,273
|
|
|
—
|
|
|
103,273
|
|
||||
Corporate bonds
|
—
|
|
|
208,348
|
|
|
—
|
|
|
208,348
|
|
||||
U.S. Treasury and government sponsored enterprises
|
—
|
|
|
21,488
|
|
|
—
|
|
|
21,488
|
|
||||
Municipal bonds
|
—
|
|
|
2,756
|
|
|
—
|
|
|
2,756
|
|
||||
Total financial assets
|
$
|
71,150
|
|
|
$
|
335,865
|
|
|
$
|
—
|
|
|
$
|
407,015
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Warrants
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,022
|
|
|
$
|
1,022
|
|
Total financial liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,022
|
|
|
$
|
1,022
|
|
|
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 financial assets
|
$
|
24,813
|
|
|
$
|
385,153
|
|
|
$
|
409,966
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
2019 Notes
|
$
|
169,415
|
|
|
$
|
255,731
|
|
|
$
|
165,296
|
|
|
$
|
339,883
|
|
Silicon Valley Bank term loan
|
$
|
80,000
|
|
|
$
|
79,900
|
|
|
$
|
80,000
|
|
|
$
|
79,946
|
|
Silicon Valley Bank line of credit
|
$
|
1,611
|
|
|
$
|
1,611
|
|
|
$
|
2,090
|
|
|
$
|
2,090
|
|
•
|
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 2019 Notes are valued using a third-party pricing model that is based in part on average trading prices, which is a Level 2 input. The 2019 Notes are not marked-to-market and are shown at their initial fair value less the unamortized discount; the portion of the value allocated to the conversion option is included in Stockholders’ equity on the accompanying Consolidated Balance Sheets.
|
•
|
We estimate 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.
|
•
|
The 2014 Deerfield Warrants are valued using a Monte Carlo simulation model. The expected life is based on the contractual terms of the 2014 Deerfield Warrants, and in certain simulations, assumes the
two
year extension that would result from our exercise of the Extension Option. We consider implied volatility as well as our historical volatility in developing our estimate of expected volatility. The fair value of the 2014 Deerfield Warrants were estimated using the following assumptions, which, except for risk-free interest rate, are Level 3 inputs (dollars in thousands):
|
|
|
|
January 22, 2014
|
||||
|
March 31, 2014
|
|
(issuance date)
|
||||
Fair value of warrants
|
$
|
1,022
|
|
|
$
|
2,762
|
|
Risk-free interest rate
|
0.98
|
%
|
|
0.95
|
%
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
||
Volatility
|
84
|
%
|
|
57
|
%
|
||
Average expected life
|
3.0 years
|
|
|
3.2 years
|
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Research and development expense
|
$
|
1,565
|
|
|
$
|
1,407
|
|
Selling, general and administrative expense
|
2,193
|
|
|
1,268
|
|
||
Total employee stock-based compensation expense
|
$
|
3,758
|
|
|
$
|
2,675
|
|
|
Stock Options
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Weighted average grant-date fair value
|
$
|
4.70
|
|
|
$
|
2.45
|
|
Risk-free interest rate
|
1.59
|
%
|
|
0.78
|
%
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
||
Volatility
|
81
|
%
|
|
62
|
%
|
||
Expected life
|
5.5 years
|
|
|
5.2 years
|
|
|
Employee Stock Purchase Plan
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Weighted average grant-date fair value
|
$
|
1.59
|
|
|
$
|
1.59
|
|
Risk-free interest rate
|
0.08
|
%
|
|
0.15
|
%
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
||
Volatility
|
62
|
%
|
|
67
|
%
|
||
Expected life
|
6 months
|
|
|
6 months
|
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding at December 31, 2013
|
23,983,275
|
|
|
$
|
6.48
|
|
|
|
|
|
||
Granted
|
626,290
|
|
|
$
|
6.96
|
|
|
|
|
|
||
Exercised
|
(19,090
|
)
|
|
$
|
6.28
|
|
|
|
|
|
||
Forfeited
|
(5,979
|
)
|
|
$
|
5.73
|
|
|
|
|
|
||
Expired
|
(352,342
|
)
|
|
$
|
7.75
|
|
|
|
|
|
||
Options outstanding at March 31, 2014
|
24,232,154
|
|
|
$
|
6.47
|
|
|
4.46
|
|
$
|
2
|
|
Exercisable at March 31, 2014
|
14,057,195
|
|
|
$
|
7.12
|
|
|
3.35
|
|
$
|
2
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Awards outstanding at December 31, 2013
|
1,810,521
|
|
|
$
|
5.56
|
|
|
|
|
|
||
Awarded
|
32,096
|
|
|
$
|
6.77
|
|
|
|
|
|
||
Released
|
(81,590
|
)
|
|
$
|
7.11
|
|
|
|
|
|
||
Forfeited
|
(14,687
|
)
|
|
$
|
5.56
|
|
|
|
|
|
||
Awards outstanding at March 31, 2014
|
1,746,340
|
|
|
$
|
5.51
|
|
|
3.18
|
|
$
|
5,903
|
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Numerator:
|
|
|
|
||||
Net loss
|
$
|
(74,619
|
)
|
|
$
|
(44,729
|
)
|
Denominator:
|
|
|
|
||||
Shares used in computing basic and diluted net loss per share
|
191,699
|
|
|
183,742
|
|
||
Net loss per share, basic and diluted
|
$
|
(0.39
|
)
|
|
$
|
(0.24
|
)
|
|
March 31
|
||||
|
2014
|
|
2013
|
||
Convertible debt
|
54,123
|
|
|
54,123
|
|
Outstanding stock options, unvested RSUs and ESPP contributions
|
26,302
|
|
|
18,181
|
|
Warrants
|
2,186
|
|
|
1,441
|
|
Total potentially dilutive shares
|
82,611
|
|
|
73,745
|
|
|
Three Months Ended March 31,
|
||||
|
2014
|
|
2013
|
||
Collaboration agreement:
|
|
|
|
||
Bristol-Myers Squibb
|
—
|
%
|
|
81
|
%
|
Product sales:
|
|
|
|
||
Diplomat Specialty Pharmacy
|
98
|
%
|
|
19
|
%
|
•
|
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).
|
•
|
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.
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Net product revenues
|
$
|
4,905
|
|
|
$
|
1,856
|
|
License revenues
(1)
|
—
|
|
|
4,012
|
|
||
Contract revenues
(2)
|
—
|
|
|
3,801
|
|
||
Total revenues
|
$
|
4,905
|
|
|
$
|
9,669
|
|
Dollar change
|
$
|
(4,764
|
)
|
|
|
|
|
Percentage change
|
(49
|
)%
|
|
|
|
(1)
|
Includes amortization of upfront payments.
|
(2)
|
Includes contingent and milestone payments.
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Diplomat Specialty Pharmacy
|
$
|
4,825
|
|
|
$
|
1,856
|
|
Other
|
80
|
|
|
—
|
|
||
Bristol-Myers Squibb
|
—
|
|
|
7,813
|
|
||
Total revenues
|
$
|
4,905
|
|
|
$
|
9,669
|
|
Dollar change
|
$
|
(4,764
|
)
|
|
|
||
Percentage change
|
(49
|
)%
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Research and development expenses
|
$
|
54,847
|
|
|
$
|
32,735
|
|
Dollar change
|
$
|
22,112
|
|
|
|
||
Percentage change
|
68
|
%
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Selling, general and administrative expenses
|
$
|
14,691
|
|
|
$
|
10,545
|
|
Dollar change
|
$
|
4,146
|
|
|
|
||
Percentage change
|
39
|
%
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Interest income and other, net
|
$
|
2,131
|
|
|
$
|
338
|
|
Interest expense
|
(11,762
|
)
|
|
(11,057
|
)
|
||
Total other expense, net
|
$
|
(9,631
|
)
|
|
$
|
(10,719
|
)
|
Dollar change
|
$
|
1,088
|
|
|
|
||
Percentage change
|
(10
|
)%
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
Net loss
|
$
|
(74,619
|
)
|
|
$
|
(44,729
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
10,980
|
|
|
11,568
|
|
||
Changes in operating assets and liabilities
|
(8,447
|
)
|
|
(21,254
|
)
|
||
Net cash used in operating activities
|
(72,086
|
)
|
|
(54,415
|
)
|
||
Net cash provided by (used in) investing activities
|
60,360
|
|
|
66,353
|
|
||
Net cash (used in) provided by financing activities
|
65,287
|
|
|
(10,775
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
53,561
|
|
|
1,163
|
|
||
Cash and cash equivalents at beginning of period
|
103,978
|
|
|
170,069
|
|
||
Cash and cash equivalents at end of period
|
$
|
157,539
|
|
|
$
|
171,232
|
|
•
|
the progress and scope of the development and commercialization activities with respect to 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.
|
•
|
fund our operations and clinical trials;
|
•
|
continue our research and development efforts;
|
•
|
commercialize cabozantinib or any other future product candidates, if any such candidates receive regulatory approval for commercial sale; and
|
•
|
fund the U.S. marketing and commercialization costs for cobimetinib 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.
|
•
|
the progress and scope of the development and commercialization activities with respect to COMETRIQ
®
(cabozantinib);
|
•
|
repayment of our
$287.5 million
aggregate principal amount of the 2019 Notes, that mature on
August 15, 2019
, unless earlier converted, redeemed or repurchased;
|
•
|
repayment of the
$104.0 million
principal amount outstanding of the Deerfield Notes, for which we will be required to make a mandatory prepayment 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 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;
|
•
|
repayment of our term loan and line of credit from Silicon Valley Bank, which had an outstanding balance at
March 31, 2014
, of
$81.6 million
;
|
•
|
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 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.
|
•
|
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;
|
•
|
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;
|
•
|
increasing our vulnerability to adverse economic and industry conditions;
|
•
|
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;
|
•
|
limiting our ability to obtain additional financing;
|
•
|
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;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business;
|
•
|
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;
|
•
|
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
|
•
|
placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.
|
•
|
the effectiveness, or perceived effectiveness, of COMETRIQ in comparison to competing products;
|
•
|
the existence of any significant side effects of COMETRIQ, as well as their severity in comparison to those of any competing products;
|
•
|
potential advantages or disadvantages in relation to alternative treatments;
|
•
|
the timing of market entry relative to competitive treatments;
|
•
|
indications for which COMETRIQ is approved;
|
•
|
the ability to offer COMETRIQ for sale at competitive prices;
|
•
|
relative convenience and ease of administration;
|
•
|
the strength of sales, marketing and distribution support; and
|
•
|
sufficient third-party coverage or reimbursement.
|
•
|
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;
|
•
|
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;
|
•
|
federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;
|
•
|
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;
|
•
|
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);
|
•
|
federal and state consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers;
|
•
|
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
|
•
|
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).
|
•
|
CRPC (castration-resistant prostate cancer): Bayer’s and Algeta’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;
|
•
|
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
|
•
|
HCC (hepatocellular): Bayer’s and Onyx Pharmaceuticals’ sorafenib; Bayer’s regorafenib; ImClone System’s ramucirumab; and ArQule’s tivantinib.
|
•
|
cabozantinib may not prove to be efficacious or may cause, or potentially cause, harmful side effects;
|
•
|
negative or inconclusive clinical trial results may require us to conduct further testing or to abandon projects that we had expected to be promising;
|
•
|
our competitors may discover or commercialize other compounds or therapies that show significantly improved safety or efficacy compared to cabozantinib;
|
•
|
patient registration or enrollment in our clinical testing may be lower than we anticipate, resulting in the delay or cancellation of clinical testing; and
|
•
|
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.
|
•
|
the number of patients who ultimately participate in the clinical trial;
|
•
|
the duration of patient follow-up that is appropriate in view of the results or required by regulatory authorities;
|
•
|
the number of clinical sites included in the trials; and
|
•
|
the length of time required to enroll suitable patient subjects.
|
•
|
a concern about the ability to maintain blinding of the trial due to differences in toxicity profiles between cabozantinib and mitoxantrone;
|
•
|
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;
|
•
|
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
|
•
|
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.
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
collaborators may experience financial difficulties;
|
•
|
collaborators may not be successful in their efforts to obtain regulatory approvals in a timely manner, or at all;
|
•
|
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;
|
•
|
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;
|
•
|
a collaborator could independently move forward with a competing drug candidate developed either independently or in collaboration with others, including our competitors;
|
•
|
we may be precluded from entering into additional collaboration arrangements with other parties in an area or field of exclusivity;
|
•
|
future collaborators may require us to relinquish some important rights, such as marketing and distribution rights; and
|
•
|
collaborations may be terminated or allowed to expire, which would delay, and may increase the cost of development of our drug candidates.
|
•
|
the progress and scope of our development and commercialization activities;
|
•
|
the commercial success of COMETRIQ and the revenues we generate;
|
•
|
recognition of upfront licensing or other fees or revenues;
|
•
|
payments of non-refundable upfront or licensing fees, or payment for cost-sharing expenses, to third parties;
|
•
|
acceptance of our technologies and platforms;
|
•
|
the success rate of our efforts leading to milestone payments and royalties;
|
•
|
the introduction of new technologies or products by our competitors;
|
•
|
the timing and willingness of collaborators to further develop or, if approved, commercialize our product candidates out-licensed to them;
|
•
|
our ability to enter into new collaborative relationships;
|
•
|
the termination or non-renewal of existing collaborations;
|
•
|
the timing and amount of expenses incurred for clinical development and manufacturing of cabozantinib;
|
•
|
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;
|
•
|
the impairment of acquired goodwill and other assets;
|
•
|
the impact of our restructuring activities; and
|
•
|
general and industry-specific economic conditions that may affect our collaborators’ research and development expenditures.
|
•
|
adverse results or delays in our or our collaborators’ clinical trials;
|
•
|
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;
|
•
|
the commercial success of COMETRIQ and the revenues we generate;
|
•
|
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;
|
•
|
actions taken by regulatory agencies with respect to cabozantinib or our clinical trials for cabozantinib;
|
•
|
the announcement of new products by our competitors;
|
•
|
quarterly variations in our or our competitors’ results of operations;
|
•
|
developments in our relationships with our collaborators, including the termination or modification of our agreements;
|
•
|
conflicts or litigation with our collaborators;
|
•
|
litigation, including intellectual property infringement and product liability lawsuits, involving us;
|
•
|
failure to achieve operating results projected by securities analysts;
|
•
|
changes in earnings estimates or recommendations by securities analysts;
|
•
|
financing transactions;
|
•
|
developments in the biotechnology, biopharmaceutical or pharmaceutical industry;
|
•
|
sales of large blocks of our common stock or sales of our common stock by our executive officers, directors and significant stockholders;
|
•
|
departures of key personnel or board members;
|
•
|
developments concerning current or future collaborations;
|
•
|
FDA or international regulatory actions;
|
•
|
third-party reimbursement policies;
|
•
|
disposition of any of our subsidiaries, technologies or compounds; and
|
•
|
general market, economic and political conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
|
•
|
a classified Board of Directors;
|
•
|
a prohibition on actions by our stockholders by written consent;
|
•
|
the inability of our stockholders to call special meetings of stockholders;
|
•
|
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;
|
•
|
limitations on the removal of directors; and
|
•
|
advance notice requirements for director nominations and stockholder proposals.
|
|
|
|
EXELIXIS, INC.
|
|
|
|
|
|
|
|
May 1, 2014
|
|
/s/ F
RANK
K
ARBE
|
|
|
Date
|
|
Frank Karbe
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
(Duly Authorized Officer and Principal Financial and Accounting Officer)
|
|
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 or issuable 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
|
|
Amendment No. 3 dated as of January 22, 2014 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
|
|
|
10.2
|
|
Compensation Information for Named Executive Officers.
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
2/28/2014
|
|
|
10.3
|
|
Compensation Information for Non-Employee Directors.
|
|
|
|
|
|
|
|
|
|
X
|
10.4
|
|
Offer Letter Agreement, dated February 10, 2014, between Exelixis, Inc. and Jeffrey J. Hessekiel.
|
|
|
|
|
|
|
|
|
|
X
|
12.1
|
|
Statement Re Computation of Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
|
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 Rule 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 Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
*
|
Confidential treatment granted for certain portions of this exhibit.
|
‡
|
This certification accompanies this Quarterly Report on Form 10-Q, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Exelixis, Inc. 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 Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.
|
Board of Directors
|
Retainer Fee
|
|
$25,000
|
|
|
Additional Chair Retainer Fee
|
|
$30,000
|
|
|
Regular Meeting Fee
|
|
$2,500
|
|
|
Special Meeting Fee*
|
|
$1,000
|
|
Audit Committee
|
Retainer Fee
|
|
$6,000
|
|
|
Additional Chair Retainer Fee
|
|
$15,000
|
|
|
Meeting Fee**
|
|
$1,000
|
|
Compensation Committee
|
Retainer Fee
|
|
$5,000
|
|
|
Additional Chair Retainer Fee
|
|
$10,000
|
|
|
Meeting Fee**
|
|
$1,000
|
|
Nominating & Corporate Governance Committee
|
Retainer Fee
|
|
$5,000
|
|
|
Additional Chair Retainer Fee
|
|
$10,000
|
|
|
Meeting Fee**
|
|
$1,000
|
|
Research & Development Committee
|
Retainer Fee
|
|
$10,000
|
|
|
Additional Chair Retainer Fee
|
|
$10,000
|
|
|
Meeting Fee**
|
|
$5,000
|
|
Board of Directors
|
Initial Option Grant*
|
Number of Options
|
65,000
|
|
Annual Option Grant**
|
Number of Options
|
40,000
|
/s/ J
EFFREY
H
ESSEKIEL
|
|
2/10/14
|
Jeffrey Hessekiel
|
|
Date
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (1)
|
$
|
11,762
|
|
|
$
|
45,347
|
|
|
$
|
27,088
|
|
|
$
|
16,259
|
|
|
$
|
9,340
|
|
Interest portion of rental expense
|
203
|
|
|
935
|
|
|
2,948
|
|
|
606
|
|
|
570
|
|
|||||
Total fixed charges
|
$
|
11,965
|
|
|
$
|
46,282
|
|
|
$
|
30,036
|
|
|
$
|
16,865
|
|
|
$
|
9,910
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) before income taxes
|
$
|
(74,619
|
)
|
|
$
|
(244,856
|
)
|
|
$
|
(147,538
|
)
|
|
$
|
76,992
|
|
|
$
|
(92,402
|
)
|
Fixed charges per above
|
11,965
|
|
|
46,282
|
|
|
30,036
|
|
|
16,865
|
|
|
9,910
|
|
|||||
Earnings
|
$
|
(62,654
|
)
|
|
$
|
(198,574
|
)
|
|
$
|
(117,502
|
)
|
|
$
|
93,857
|
|
|
$
|
(82,492
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
|
|
|
|
|
5.57
|
|
|
|
|||||||||
Deficiency of earnings available to cover fixed charges
|
$
|
(74,619
|
)
|
|
$
|
(244,856
|
)
|
|
$
|
(147,538
|
)
|
|
|
|
$
|
(92,402
|
)
|
/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)
|