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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2018	Mar. 11, 2019	Jun. 29, 2018
Document And Entity Information [Abstract]
Entity Current Reporting Status	Yes
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018
Entity Registrant Name	AGENUS INC
Entity Central Index Key	0001098972
Trading Symbol	AGEN
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding		134,205,374
Entity Public Float			$ 194.0
Entity Voluntary Filers	No

Consolidated Balance Sheets - USD ($)	Dec. 31, 2018	Dec. 31, 2017
ASSETS
Cash and cash equivalents	$ 53,053,531	$ 60,186,617
Inventories	55,491	79,491
Accounts Receivable	938,141	1,134,493
Prepaid expenses	19,264,798	11,070,960
Other current assets	1,495,719	1,081,993
Total current assets	74,807,680	73,553,554
Property, plant and equipment, net of accumulated amortization and depreciation of $38,068,114 and $34,029,085 at December 31, 2018 and 2017, respectively	25,115,578	26,178,622
Goodwill	22,924,870	23,048,804
Acquired intangible assets, net of accumulated amortization of $7,471,764 and $5,461,834 at December 31, 2018 and 2017, respectively	12,338,186	14,406,650
Other long-term assets	1,214,394	1,214,394
Total assets	136,400,708	138,402,024
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current portion, long-term debt	146,061	20,639,735
Current portion, liability related to sale of future royalties and milestones	27,443,232
Current portion, deferred revenue	1,814,146	4,484,882
Accounts payable	13,623,934	8,086,992
Accrued liabilities	24,551,286	21,569,449
Other current liabilities	483,557	1,657,063
Total current liabilities	68,062,216	56,438,121
Long-term debt	13,211,547	142,385,024
Liability related to sale of future royalties and milestones, net of current portion	182,817,015
Deferred revenue, net of current portion	1,165,143	7,748,284
Contingent purchase price consideration	3,038,000	4,373,000
Other long-term liabilities	2,773,445	3,273,387
Commitments and contingencies (Notes 16 and 20)
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.01 per share; 240,000,000 shares authorized; 119,996,331 shares and 101,706,117 shares issued at December 31, 2018 and 2017, respectively	1,199,964	1,017,061
Additional paid-in capital	1,005,183,033	951,811,958
Accumulated other comprehensive loss	(1,539,367)	(2,169,354)
Accumulated deficit	(1,177,311,393)	(1,026,475,773)
Total stockholders’ deficit attributable to Agenus Inc.	(172,467,447)	(75,815,792)
Non-controlling interest	(2,078,300)
Total stockholders’ deficit	(174,545,747)	(75,815,792)
Total liabilities, convertible preferred stock and stockholders’ deficit	136,400,708	138,402,024
Series C-1 Convertible Preferred Stock [Member]
CONVERTIBLE PREFERRED STOCK
Series C-1 convertible preferred stock; 18,459 shares and zero shares designated, issued, and outstanding at December 31, 2018 and 2017, respectively	39,879,089
Series A-1 convertible preferred stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized:Series A-1 convertible preferred stock; 31,620 shares designated, issued, andoutstanding at December 31, 2018 and 2017; liquidation value of $32,832,064, and $32,625,220 at December 31, 2018, and 2017, respectively	316	316
Total stockholders’ deficit	$ 316	$ 316

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Property plant and equipment, accumulated amortization and depreciation	$ 38,068,114	$ 34,029,085
Acquired intangible assets, accumulated amortization	$ 7,471,764	$ 5,461,834
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	240,000,000	240,000,000
Common stock, shares issued	119,996,331	101,706,117
Series C-1 Convertible Preferred Stock [Member]
Series C-1 convertible preferred stock, shares designated	18,459	0
Series C-1 convertible preferred stock, shares issued	18,459	0
Series C-1 convertible preferred stock, shares outstanding	18,459	0
Series A-1 convertible preferred stock [Member]
Series A-1 convertible preferred stock, shares designated	31,620	31,620
Series A-1 convertible preferred stock, shares issued	31,620	31,620
Series A-1 convertible preferred stock, shares outstanding	31,620	31,620
Series A-1 convertible preferred stock, liquidation value	$ 32,832,064	$ 32,625,220

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Revenue:
Total revenues	$ 36,783,551	$ 42,877,086	$ 22,573,303
Operating expenses:
Research and development	(124,600,359)	(116,125,299)	(94,971,379)
General and administrative	(37,339,748)	(33,741,183)	(33,125,690)
Contingent purchase price consideration fair value adjustment	1,335,000	3,188,000	(1,953,000)
Operating loss	(123,821,556)	(103,801,396)	(107,476,766)
Other income (expense):
Loss on early extinguishment of debt	(10,766,625)
Non-operating (expense) income	(2,183,278)	1,977,398	(2,202,336)
Interest expense, net	(25,272,557)	(18,868,494)	(17,316,073)
Net loss	(162,044,016)	(120,692,492)	(126,995,175)
Dividends on Series A-1 convertible preferred stock	(206,844)	(205,541)	(204,246)
Less: net loss attributable to non-controlling interest	(2,351,900)
Net loss attributable to Agenus Inc. common stockholders	$ (159,898,960)	$ (120,898,033)	$ (127,199,421)
Per common share data:
Basic and diluted net loss attributable to Agenus Inc. common stockholders	$ (1.44)	$ (1.23)	$ (1.46)
Weighted average number of Agenus Inc. common shares outstanding:
Basic and diluted	110,772,328	98,415,414	87,070,189
Other comprehensive income (loss):
Foreign currency translation gain (loss)	$ 629,987	$ (615,213)	$ 677,536
Pension liability		(24,582)	(153,952)
Other comprehensive income (loss)	629,987	(639,795)	523,584
Comprehensive loss	(159,268,973)	(121,537,828)	(126,675,837)
Other Revenues [Member]
Revenue:
Total revenues		168,051	179,860
Research and Development [Member]
Revenue:
Total revenues	19,474,672	$ 42,709,035	$ 22,393,443
Non-Cash Royalty Revenue Related to the Sale of Future Royalties [Member]
Revenue:
Total revenues	$ 17,308,879

Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($)	Total	Amendment to 2013 Warrants [Member]	SECANT Yeast Display Acquisition [Member]	Director [Member]	Common Stock [Member]	Common Stock [Member] SECANT Yeast Display Acquisition [Member]	Common Stock [Member] Director [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Amendment to 2013 Warrants [Member]	Additional Paid-in Capital [Member] SECANT Yeast Display Acquisition [Member]	Additional Paid-in Capital [Member] Director [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Non-controlling Interest [Member]	Accumulated Deficit [Member]	Series C-1 Convertible Preferred Stock [Member]	Series A-1 convertible preferred stock [Member]
Stockholders' Equity, Beginning Balance at Dec. 31, 2015	$ 70,727,550				$ 863,907			$ 851,103,934					$ (2,053,143)		$ (779,187,464)		$ 316
Balance, shares at Dec. 31, 2015					86,390,697												31,620
Net loss	(126,995,175)														(126,995,175)
Other comprehensive income (loss)	523,584												523,584
Share-based compensation	13,323,616							13,323,616
Reclassification of liability classified option grants	(318,677)							(318,677)
Vesting of nonvested shares, value	(768,236)				$ 5,701			(5,701)				$ (768,236)
Vesting of nonvested shares, shares					570,037							(185,117)
Shares sold at the market, value	2,167,070				$ 4,965			2,162,105
Shares sold at the market, shares					496,520
Shares issued for compensation, value				$ 161,563			$ 231				$ 161,332
Shares issued for compensation, shares							23,110
Retirement of treasury shares, value					$ (1,882)			(1,632,554)				$ 781,117			853,319
Retirement of treasury shares, share					(188,184)							188,184
Issuance of shares related to milestone achievement, values	886,798				$ 1,575			885,223
Issuance of shares related to milestone achievement, shares					157,513
Exercise of stock options and employee share purchases, value	1,165,641				$ 3,452			1,175,070				$ (12,881)
Exercise of stock options and employee share purchases, shares					345,240							(3,067)
Stockholders' Equity, Ending Balance at Dec. 31, 2016	(39,126,266)				$ 877,949			866,854,348					(1,529,559)		(905,329,320)		$ 316
Balance, shares at Dec. 31, 2016					87,794,933												31,620
Net loss	(120,692,492)														(120,692,492)
Other comprehensive income (loss)	(639,795)												(639,795)
Impact of accounting change	(81,314)							1,210,916							(1,292,230)
Shares sold under Stock Purchase Agreement, values	60,000,000				$ 100,000			59,900,000
Shares sold under Stock Purchase Agreement, shares					10,000,000
Share-based compensation	10,924,122							10,924,122
Reclassification of liability classified option grants	2,015,974							2,015,974
Vesting of nonvested shares, value	(527,223)				$ 10,972			(10,972)				$ (527,223)
Vesting of nonvested shares, shares					1,097,243							(155,523)
Shares sold at the market, value	5,559,706				$ 13,153			5,546,553
Shares sold at the market, shares					1,315,288
Issuance of warrants		$ 731,498							$ 731,498
Retirement of treasury shares, value					$ (1,555)			(1,363,937)				$ 527,223			838,269
Retirement of treasury shares, share					(155,523)							155,523
Issuance of shares related to milestone achievement, values	1,485,937				$ 3,734			1,482,203
Issuance of shares related to milestone achievement, shares					373,351
Issuance of stock for acquisition, value			$ 3,547,575			$ 9,993				$ 3,537,582
Issuance of stock for acquisition, share						999,317
Exercise of stock options and employee share purchases, value	986,486				$ 2,815			983,671
Exercise of stock options and employee share purchases, shares					281,508
Stockholders' Equity, Ending Balance at Dec. 31, 2017	(75,815,792)				$ 1,017,061			951,811,958					(2,169,354)		(1,026,475,773)		$ 316
Temporary Equity, shares at Dec. 31, 2017																0
Balance, shares at Dec. 31, 2017					101,706,117												31,620
Net loss	(162,044,016)													$ (2,351,900)	(159,692,116)
Other comprehensive income (loss)	629,987												629,987
Impact of accounting change	8,856,496														8,856,496
AgenTus share distribution	273,600													273,600
Share-based compensation	7,351,528							7,351,528
Vesting of nonvested shares, value					$ 531			(531)
Vesting of nonvested shares, shares					53,050
Shares sold at the market, value	44,918,550				$ 177,987			44,740,563
Shares sold at the market, shares					17,798,688
Issuance of Series C-1 convertible preferred stock, net of issuance costs of $122,000																$ 39,879,089
Issuance of Series C-1 redeemable convertible preferred stock, net of issuance costs, shares																18,459
Payment of consultant in shares	50,000				$ 257			49,743
Payment of consultant in shares, shares					25,670
Exercise of stock options and employee share purchases, value	1,233,900				$ 4,128			1,229,772
Exercise of stock options and employee share purchases, shares					412,806
Stockholders' Equity, Ending Balance at Dec. 31, 2018	$ (174,545,747)				$ 1,199,964			$ 1,005,183,033					$ (1,539,367)	$ (2,078,300)	$ (1,177,311,393)		$ 316
Temporary Equity, shares at Dec. 31, 2018																18,459
Temporary Equity, Ending Balance at Dec. 31, 2018																$ 39,879,089
Balance, shares at Dec. 31, 2018					119,996,331												31,620

Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Parenthetical)	12 Months Ended
	Dec. 31, 2018 USD ($)
Series C-1 Convertible Preferred Stock [Member]
Issuance costs	$ 122,000

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net loss	$ (162,044,016)	$ (120,692,492)	$ (126,995,175)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6,288,001	6,006,299	4,947,787
Share-based compensation	7,625,128	12,428,655	13,188,364
Non-cash royalty revenue	(17,308,879)
Non-cash interest expense	24,598,564	18,242,299	16,530,437
Loss on disposal of assets	145,009	23,558	14,733
Change in fair value of contingent obligations	(1,335,000)	(3,188,000)	1,953,000
Gain on issuance of stock for settlement of milestone obligation		(566,488)
Loss on extinguishment of debt	10,766,625
Changes in operating assets and liabilities:
Accounts receivable	196,352	10,217,529	(1,549,798)
Inventories	24,000	8,709
Prepaid expenses	(8,209,703)	(8,453,082)	(650,824)
Accounts payable	5,366,711	1,647,430	419,708
Deferred revenue	(397,382)	(2,722,020)	(3,939,619)
Accrued liabilities and other current liabilities	3,303,559	(4,848,372)	18,275,940
Other operating assets and liabilities	(113,486)	(2,329,168)	(2,155,364)
Net cash used in operating activities	(131,094,517)	(94,225,143)	(79,960,811)
Cash flows from investing activities:
Proceeds from sale of plant and equipment	6,187	120,000
Purchases of plant and equipment	(3,597,107)	(3,120,357)	(12,519,738)
Purchases of available-for-sale securities		(14,936,047)	(54,884,101)
Proceeds from sale of available-for-sale securities		20,000,000	85,000,000
Net cash provided by (used in) investing activities	(3,590,920)	2,063,596	17,596,161
Cash flows from financing activities:
Net proceeds from sale of equity	44,918,550	65,559,706	2,167,070
Proceeds from employee stock purchases and option exercises	1,233,900	986,486	1,183,598
Purchase of treasury shares to satisfy tax withholdings		(527,223)	(667,050)
Proceeds from issuance of long-term debt		15,000,000
Debt issuance costs		(150,000)
Proceeds from sale of future royalties	204,878,400
Transaction costs from sale of future royalties and milestones	(494,394)
Repayments of debt	(161,847,220)
Payment under a purchase agreement for in-process research and development			(5,000,000)
Payment of capital lease obligation	(283,408)	(330,744)	(144,658)
Net cash provided by (used in) financing activities	128,284,917	80,538,225	(2,461,040)
Effect of exchange rate changes on cash	(732,566)	361,923	(429,167)
Net decrease in cash and cash equivalents	(7,133,086)	(11,261,399)	(65,254,857)
Cash and cash equivalents, beginning of period	60,186,617	71,448,016	136,702,873
Cash and cash equivalents, end of period	53,053,531	60,186,617	71,448,016
Supplemental cash flow information:
Cash paid for interest	1,171,085	1,120,000	1,120,000
Supplemental disclosures - non-cash activities:
Purchases of plant and equipment in accounts payable and accrued liabilities	299,637	968,400	695,466
Milestone obligation [Member]
Supplemental disclosures - non-cash activities:
Issuance of common stock		1,485,937	886,798
Directors Compensation [Member]
Supplemental disclosures - non-cash activities:
Issuance of common stock			$ 161,332
Payment to Consultant [Member]
Supplemental disclosures - non-cash activities:
Issuance of common stock	50,000
SECANT Yeast Display technology [Member]
Supplemental disclosures - non-cash activities:
Issuance of common stock		$ 3,547,575
Series C-1 Convertible Preferred Stock [Member]
Cash flows from financing activities:
Net proceeds from sale of C-1 Preferred Stock	$ 39,879,089

Consolidated Statements of Cash Flows (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Supplemental disclosures - non-cash activities:
Common stock, par value	$ 0.01	$ 0.01
Milestone obligation [Member]
Supplemental disclosures - non-cash activities:
Common stock, par value	0.01	0.01	$ 0.01
Directors Compensation [Member]
Supplemental disclosures - non-cash activities:
Common stock, par value		0.01	$ 0.01
Payment to Consultant [Member]
Supplemental disclosures - non-cash activities:
Common stock, par value	$ 0.01
SECANT Yeast Display technology [Member]
Supplemental disclosures - non-cash activities:
Common stock, par value		$ 0.01

Description of Business

12 Months Ended

Dec. 31, 2018

Description Of Business [Abstract]

Description of Business

(1) Description of Business

Agenus Inc. (including its subsidiaries, collectively referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is a clinical-stage immuno-oncology (“I-O”) company with a pipeline of immune modulating antibodies, cancer vaccines, adjuvants and adoptive cell therapies dedicated to becoming a leader in the discovery and development of innovative combination therapies and committed to bringing effective medicines to patients with cancer. Our business is designed to drive success in I-O through speed, innovation, and effective combination therapies. In addition to a diverse pipeline we have assembled fully integrated capabilities including novel target discovery, antibody generation, cell line development, and good manufacturing practice (“GMP”) manufacturing We believe that these fully integrated capabilities enable us to produce novel candidates on timelines that are shorter than the industry standard. Leveraging from our science and capabilities we have forged important partnerships to advance our innovation.

We are developing a comprehensive I-O portfolio driven by the following platforms and programs, which we intend to utilize individually and in combination:

•

our antibody discovery platforms, including our Retrocyte Display™, SECANT^® yeast display, and phage display technologies designed to drive the discovery of future CPM antibody candidates;

•

our antibody candidate programs, including our CPM programs;

•

our vaccine programs, including Prophage™, AutoSynVax™ and PhosphoSynVax™;

•

our saponin-based vaccine adjuvants, principally our QS-21 Stimulon^® adjuvant, or QS-21 Stimulon; and

•

our cell therapy subsidiary, AgenTus Therapeutics, which is designed to drive the discovery of future adoptive cell therapy, or “living drugs” (CAR-T and TCR) programs.

Our business activities include product research and development, intellectual property prosecution, manufacturing, regulatory and clinical affairs, corporate finance and development activities, and support of our collaborations. Our product candidates require clinical trials and approvals from regulatory agencies, as well as acceptance in the marketplace. Part of our strategy is to develop and commercialize some of our product candidates by continuing our existing arrangements with academic and corporate collaborators and licensees and by entering into new collaborations.

Our cash, cash equivalents, and short-term investments at December 31, 2018 were $53.1 million, a decrease of $7.1 million from December 31, 2017.

	(Unaudited)
	Quarter Ended
	March 31, 2018			June 30, 2018			September 30, 2018			December 31, 2018
Cash and cash equivalents	$	52.3		$	43.2		$	46.2		$	53.1
Increase (decrease) in cash and cash equivalents	$	(7.8	)	$	(9.2	)	$	3.0		$	6.9
Cash used in operating activities	$	(40.2	)	$	(30.5	)	$	(24.6	)	$	(35.8	)
Reported net loss	$	(54.3	)	$	(25.2	)	$	(33.7	)	$	(48.8	)

We have incurred significant losses since our inception. As of December 31, 2018, we had an accumulated deficit of $1.18 billion. Since our inception, we have successfully financed our operations through the sale of equity, notes, corporate partnerships, and interest income. We believe that, based on our current plans and activities, including additional funding we received in connection with our transactions with Gilead subsequent to December 31, 2018, our cash on-hand will be sufficient to satisfy our liquidity requirements for more than one year from when these financial statements were issued. We continue to monitor the likelihood of success of our key initiatives and are prepared to discontinue funding of such activities if they do not prove to be feasible, restrict capital expenditures and/or reduce the scale of our operations.

Our future liquidity needs will be determined primarily by the success of our operations with respect to the progression of our product candidates and key development and regulatory events in the future. Potential sources of additional funding include: (1) pursuing collaboration, out-licensing and/or partnering opportunities for our portfolio programs and product candidates with one or more third parties, (2) renegotiating third party agreements, (3) selling assets, (4) securing additional debt financing and/or (5) selling equity securities. Our ability to address our future liquidity needs will largely be determined by the success of our product candidates and key development and regulatory events and our decisions in the future.

Research and development program costs include compensation and other direct costs plus an allocation of indirect costs, based on certain assumptions, and our review of the status of each program. Our product candidates are in various stages of development and significant additional expenditures will be required if we start new trials, encounter delays in our programs, apply for regulatory approvals, continue development of our technologies, expand our operations, and/or bring our product candidates to market. The eventual total cost of each clinical trial is dependent on a number of factors such as trial design, length of the trial, number of clinical sites, and number of patients. The process of obtaining and maintaining regulatory approvals for new therapeutic products is lengthy, expensive, and uncertain. Because our antibody and neoantigen vaccine programs are early stage, and because any further development of HSP-based vaccines is dependent on clinical trial results, among other factors, we are unable to reliably estimate the cost of completing our research and development programs or the timing for bringing such programs to various markets or substantial partnering or out-licensing arrangements, and, therefore, when, if ever, material cash inflows are likely to commence. We will continue to adjust our spending as needed in order to preserve liquidity.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

(a) Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of Agenus and our subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. Non-controlling interest in the consolidated financial statements represents the portion of AgenTus Therapeutics not owned by Agenus.

(b) Segment Information

We are managed and currently operate as two segments. However, we have concluded that our two operating segments meet all three criteria required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting to be aggregated into one reportable segment. The aggregation of our two operating segments into one reportable segment is consistent with the objectives and basic principles of ASC 280. Our two operating segments have similar economic characteristics and are both similar with respect to the five qualitative characteristics specified in ASC 280. Accordingly, we do not have separately reportable segments as defined by ASC 280.

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base those estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

(d) Cash and Cash Equivalents

We consider all highly liquid investments purchased with maturities at acquisition of three months or less to be cash equivalents. Cash equivalents consist primarily of money market funds.

(e) Investments

We classify investments in marketable securities at the time of purchase. Gains and losses on the sale of marketable securities are recognized in operations based on the specific identification method. At both December 31, 2018 and 2017 we had no holdings classified as investments.

(f) Concentrations of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk are primarily cash equivalents, investments, and accounts receivable. We invest our cash, cash equivalents and short-term investments in accordance with our investment policy, which specifies high credit quality standards and limits the amount of credit exposure from any single issue, issuer, or type of investment. We carry balances in excess of federally insured levels, however, we have not experienced any losses to date from this practice.

(g) Inventories

Inventories are stated at the lower of cost or net realizable value. Cost has been determined using standard costs that approximate the first-in, first-out method. Inventory as of December 31, 2018 and 2017 consisted solely of finished goods.

(h) Accounts Receivable

Accounts receivable are amounts due from our collaboration partner as a result of research and development services provided and reimbursements under co-funded research and development programs. We considered the need for an allowance for doubtful accounts and have concluded that no allowance was needed as of December 31, 2018 and 2017, as the estimated risk of loss on our accounts receivable was determined to be minimal.

(i) Property, Plant and Equipment

Property, plant and equipment, including software developed for internal use, are carried at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred. Amortization and depreciation of plant and equipment was $4.3 million, $3.8 million, and $2.7 million, for the years ended December 31, 2018, 2017, and 2016, respectively.

(j) Fair Value of Financial Instruments

The estimated fair values of all our financial instruments, excluding our outstanding debt as of December 31, 2017, approximate their carrying amounts in the consolidated balance sheets. The fair value of our outstanding debt is based on a present value methodology. The outstanding principal amount of our debt, including the current portion, was $14.1 million and $129.1 million at December 31, 2018 and 2017, respectively.

(k) Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes existing revenue recognition guidance. We adopted ASU 2014-09 and its related amendments (collectively known as “ASC 606”) on January 1, 2018 using the modified retrospective method- i.e., by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of equity at January 1, 2018. The reported results for 2018 reflect the application of ASC 606 guidance while the reported results for 2017 were prepared under the guidance of ASC 605, Revenue Recognition (“ASC 605”). The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of our goods and services and will provide financial statement readers with enhanced disclosures. The details of the significant changes and quantitative impact of the changes are disclosed in Note 14.

For the years ended December 31, 2018, 2017 and 2016, 43%, 87% and 87%, respectively, of our revenue was earned from one collaboration partner.

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services. To achieve this core principle, we apply the following five steps:

1) Identify the contract with the customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s intent and ability to pay, which is based on a variety of factors including the customer’s historical payment experience, or in the case of a new customer, published credit and financial information pertaining to the customer.

2) Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation.

3) Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. Determining the transaction price requires significant judgment, which is discussed in further detail for each of the Company’s contracts with customers in Note 14.

4) Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative stand-alone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative stand-alone selling prices. Determining the amount of the transaction price to allocate to each separate performance obligation requires significant judgement, which is discussed in further detail for each of the Company’s contracts with customers in Note 14.

5) Recognize revenue when or as the Company satisfies a performance obligation

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either 1) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, 2) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or 3) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Examples of control are using the asset to produce goods or services, enhance the value of other assets, settle liabilities, and holding or selling the asset. ASC 606 requires the Company to select a single revenue recognition method for the performance obligation that faithfully depicts the Company’s performance in transferring control of the goods and services. The guidance allows entities to choose between two methods to measure progress toward complete satisfaction of a performance obligation:

Output methods - recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract (e.g. surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units of produced or units delivered); and

Input methods - recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation.

Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Milestone payments: At the inception of each arrangement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. Whichever method is used, it should be consistently applied throughout the life of the contract; however, it is not necessary for the Company to use the same approach for all contracts. The Company uses the most likely amount method for development and regulatory milestone payments. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.

Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Up-front Fees: Depending on the nature of the agreement, up-front payments and fees may be recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less.

Impact of Adopting ASC 606 on the Consolidated Financial Statements

We adopted ASC 606 using the modified retrospective method. The cumulative effect of applying the new guidance to all contracts with customers that were not completed as of January 1, 2018 was recorded as an adjustment to accumulated deficit as of the adoption date. We elected to apply a practical expedient to reflect the aggregate effect of all modifications that occurred before January 1, 2018 when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. The estimated effect of applying this practical expedient results in a slower recognition of the transaction price, as more consideration is allocated to performance obligations originally identified as a material right at contract inception. As a result of applying the modified retrospective method to adopt the new revenue guidance, the following adjustments were made to the consolidated balance sheet as of January 1, 2018 (in thousands):

	As Reported December 31, 2017			ASC 606 Adjustment			Adjusted January 1, 2018
Consolidated Balance Sheet Data:
Current portion, deferred revenue	$	4,485		$	(2,986	)	$	1,499
Deferred revenue, net of current portion		7,748			(5,870	)		1,878
Accumulated deficit	$	(1,026,476	)	$	8,856		$	(1,017,620	)

Impact of ASC 606 on the Consolidated Financial Statements

In accordance with Topic 606, the disclosure of the impact of adoption to our consolidated statements of income and balance sheets was as follows (in thousands):

	Year ended December 31, 2018
	As Reported Under ASC 606			Adjustments			Notes			Balances without Adoption of ASC 606
Consolidated Balance Sheet Data:
Current portion, deferred revenue		1,814			1,001			(1	)		2,815
Deferred revenue, net of current portion		1,165			4,695			(1	)		5,860
Accumulated deficit		(1,177,311	)		(5,696	)		(2	)		(1,183,007	)

Consolidated Statement of Operations Data:
Research and development revenue	$	19,475		$	3,160			(3	)	$	22,635

(1)

Adjustment to deferred revenue to reflect recognition of revenue under ASC 605 primarily attributable to the change in the timing of revenue recognition for amounts received under the Incyte Collaboration Agreement, see Note 14.

(2)

Adjustment to accumulated deficit to reflect the reversal of the cumulative transition adjustment and the difference in revenue from ASC 606 to ASC 605, see Note 14.

(3)

Adjustment to reflect the difference in revenue recognition from ASC 606 to ASC 605 primarily attributable to the change in recognition of an upfront fee related to the GSK License and Amended Supply Agreements, see Note 14.

(l) Foreign Currency Transactions

Gains and losses from our foreign currency based accounts and transactions, such as those resulting from the translation and settlement of receivables and payables denominated in foreign currencies, are included in the consolidated statements of operations within other (expense) income. We do not currently use derivative financial instruments to manage the risks associated with foreign currency fluctuations. We recorded a foreign currency loss of $2.2 million for the year ended December 31, 2018, a foreign currency gain of $1.9 million for the year ended December 31, 2017, and a foreign currency loss of $2.1 million for the year ended December 31, 2016.

(m) Research and Development

Research and development expenses include the costs associated with our internal research and development activities, including salaries and benefits, share-based compensation, occupancy costs, clinical manufacturing costs, related administrative costs, and research and development conducted for us by outside advisors, such as sponsored university-based research partners and clinical study partners. We account for our clinical study costs by estimating the total cost to treat a patient in each clinical trial and recognizing this cost based on estimates of when the patient receives treatment, beginning when the patient enrolls in the trial. Research and development expenses also include the cost of clinical trial materials shipped to our research partners. Research and development costs are expensed as incurred.

(n) Share-Based Compensation

We account for share-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation and ASC 505-50, Equity-Based Payments to Non-Employees. Share-based compensation expense is recognized based on the estimated grant date fair value. Compensation cost is recognized on a straight-line basis over the requisite service period of the award. Forfeitures are recognized as they occur. The non-cash charge to operations for non-employee awards with vesting or other performance criteria is affected each reporting period by changes in the fair value of our common stock. See Note 12 for a further discussion on share-based compensation.

(o) Income Taxes

Income taxes are accounted for under the asset and liability method with deferred tax assets and liabilities recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such items are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. Deferred tax assets are recognized when they are more likely than not expected to be realized.

The Tax Cuts and Jobs Act (“the Act”) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 34% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. On December 22, 2017, the Securities and Exchange Commission issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) directing taxpayers to consider the impact of the U.S. legislation as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law.

As of December 31, 2018, we have completed our accounting for the tax effects of enactment of the Act, including the impacts described below.

The impacts of the Act relate to the reduction in the U.S. corporate income tax rate to 21 percent, which resulted in re-measuring our deferred tax assets and liabilities using the new 21 percent federal tax rate. This did not result in any net tax expense or benefit as there were corresponding and offsetting impacts to our deferred tax asset valuation allowance. For the years ended December 31, 2018 and 2017, we recognized no transition tax as a result of our accumulated losses since inception of our foreign subsidiaries, beginning in 2002. We have elected to account for global intangible low-taxed income (“GILTI”) as a period expense. During the year ended December 31, 2018 we recognized no changes to the 2017 enactment-date provisional amounts.

(p) Net Loss Per Share

Basic income and loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Directors’ Deferred Compensation Plan). Diluted income per common share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Directors’ Deferred Compensation Plan) plus the dilutive effect of outstanding instruments such as warrants, stock options, non-vested shares, convertible preferred stock, and convertible notes. Because we reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of December 31, 2018, 2017, and 2016, as they would be anti-dilutive:

	Year Ended
	2018		2017		2016
Warrants		2,900,000		4,351,450		4,351,450
Stock options		18,613,822		14,366,787		11,693,400
Nonvested shares		2,213,967		1,313,550		1,942,476
Series A-1 convertible preferred stock		333,333		333,333		333,333
Series C-1 convertible preferred stock		18,459,000		-		-

(q) Goodwill

Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized, but instead tested for impairment at least annually. Annually we assess whether there is an indication that goodwill is impaired, or more frequently if events and circumstances indicate that the asset might be impaired during the year. We perform our annual impairment test as of October 31 of each year. The first step of our impairment analysis compares the fair value of our reporting units to their net book value to determine if there is an indicator of impairment. We operate as two reporting units. ASC 350, Intangibles, Goodwill and Other states that if the carrying value of a reporting unit is negative, the second step of the impairment test shall be performed to measure the amount of impairment loss, if any, if qualitative factors indicate that it is more likely than not that a goodwill impairment exists. No goodwill impairment has been recognized for the periods presented.

(r) In-process Research and Development

Acquired in-process research and development (“IPR&D”) represents the fair value assigned to research and development assets that have not reached technological feasibility. The value assigned to acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenue from the projects, and discounting the net cash flows to present value. The revenue and cost projections used to value acquired IPR&D are, as applicable, reduced based on the probability of success of developing a new drug. Additionally, the projections consider the relevant market sizes and growth factors, expected trends in technology, and the nature and expected timing of new product introductions by us and our competitors. The rates utilized to discount the net cash flows to their present value are commensurate with the stage of development of the projects and uncertainties in the economic estimates used in the projections. Upon the acquisition of IPR&D, we complete an assessment of whether our acquisition constitutes the purchase of a single asset or a group of assets. We consider multiple factors in this assessment, including the nature of the technology acquired, the presence or absence of separate cash flows, the development process and stage of completion, quantitative significance and our rationale for entering into the transaction.

If we acquire an asset or group of assets that do not meet the definition of a business under applicable accounting standards, then the acquired IPR&D is expensed on its acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred.

We review amounts capitalized as acquired IPR&D for impairment at least annually, as of October 31, or whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. When performing our impairment assessment, we have the option to first assess qualitative factors to determine whether it is necessary to estimate the fair value of our acquired IPR&D. If we elect this option and believe, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of our acquired IPR&D is less than its carrying amount, we estimate the fair value using the same methodology as described above. If the carrying value of our acquired IPR&D exceeds its fair value, then the intangible asset is written-down to its fair value. Alternatively, we may elect to not first assess qualitative factors and immediately estimate the fair value of our acquired IPR&D. No IPR&D impairments were recognized for the years presented.

(s) Accounting for Asset Retirement Obligations

We record the fair value of an asset retirement obligation as a liability in the period in which we incur a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. A legal obligation is a liability that a party is required to settle as a result of an existing or enacted law, statute, ordinance, or contract. We are also required to record a corresponding asset that is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time (accretion) and changes in the estimated future cash flows underlying the obligation. Changes in the liability due to accretion are charged to the consolidated statement of operations, whereas changes due to the timing or amount of cash flows are an adjustment to the carrying amount of the related asset. Our asset retirement obligations primarily relate to the expiration of our facility lease and anticipated costs to be incurred based on our lease terms.

(t) Long-lived Assets

If required based on certain events and circumstances, recoverability of assets to be held and used, other than goodwill and intangible assets not being amortized, is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Authoritative guidance requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

(u) Recent Accounting Pronouncements

Recently Issued and Adopted

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, (Topic 606) ("ASU 2014-09"). ASU 2014-09 amends the guidance for the recognition of revenue from contracts with customers to transfer goods and services. The FASB subsequently issued additional, clarifying standards to address issues arising from the implementation of the new revenue recognition standard. The new revenue recognition standard and clarifying standards require an entity to recognize revenue when control of promised goods or services is transferred to the customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted this new standard on January 1, 2018, by using the modified-retrospective method. See Note 2 (k) and Note 14.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which provides guidance regarding the definition of a business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted ASU 2017-01 on January 1, 2018 and will apply it prospectively. The impact on our consolidated financial statements in future periods will depend on the specific facts and circumstances of future transactions.

In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting (“ASU 2017-09”). The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. We adopted ASU 2017-09 on January 1, 2018. The guidance will be applied prospectively to awards modified on or after the adoption date. The adoption of ASU 2017-09 did not have any impact on our consolidated financial statements.

Recently Issued, Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) which supersedes Topic 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all leases with terms greater than twelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for us on January 1, 2019, and requires a modified retrospective transition approach. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of Topic 842, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified.

In July 2018, the FASB issued ASU 2018-11, which provides companies an additional, optional, transition method. This optional method allows companies to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We have elected this transition approach, using a cumulative-effect adjustment on the effective date of the standard, with comparative periods presented in accordance with the existing guidance in ASC 840. We adopted the standard on January 1, 2019 and have used the effective date as our date of initial application. We expect to take advantage of certain available expedients by electing the transition package of practical expedients permitted within ASU 2016-02, which allows us to not reassess previous accounting conclusions around whether arrangements are, or contain, leases, the classification of leases, and the treatment of initial direct costs.

We are still assessing the impact of adopting Topic 842, and currently expect to recognize additional lease liabilities and right-of-use assets as of January 1, 2019, related to our operating leases. Refer to Note 16 for details on our current lease arrangements. We further expect to provide enhanced new disclosures about our leasing arrangements in our financial statements for future periods. We do not expect that the new standard will have a material impact on our consolidated statement of operations or cash flows.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) (“ASU 2017-04”) that will eliminate the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for the Company in the first quarter of fiscal 2020. Early adoption is permitted. We do not anticipate the adoption of this guidance to have a material impact on our consolidated financial statements, absent any goodwill impairment.

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The amendments in ASU 2018-07 simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The standard will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We are currently evaluating the impact of adoption of ASU 2018-07 on our consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). The amendments in ASU 2018-13 modify the disclosure requirements of fair value measurements. The standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. Certain disclosures are required to be applied on a retrospective basis and others on a prospective basis. We are currently evaluating the impact of adoption of ASU 2018-13 on our financial statement disclosures.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract ("ASU 2018-15"). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. ASU 2018-15 is required to be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the impact of adoption of ASU 2018-07 on our consolidated financial statements.

In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (“ASU 2018-18”). ASU 2018-18 (1) clarifies that certain transactions between collaborative arrangement participants should be accounted for under ASC 606, when the collaborative arrangement participant is a customer in the context of a unit of account, (2) adds unit-of-account guidance in ASC 808 to align with ASC 606 when an entity is assessing whether the collaborative arrangement, or a part of the arrangement, is within the scope of ASC 606, (3) precludes presenting transactions together with revenue when those transactions involve collaborative arrangement participants that are not directly related to third parties and are not customers. The standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adoption of ASU 2018-18 on our consolidated financial statements.

No other new accounting pronouncement issued or effective during the year ended December 31, 2018 had or is expected to have a material impact on our consolidated financial statements or disclosures.

Business Acquisitions

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Business Acquisitions

(3) Business Acquisitions

4-Antibody

On January 10, 2014, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) providing for our acquisition of all of the outstanding capital stock of Agenus Switzerland Inc. (formerly known as 4-Antibody AG) (“4-AB”), from the shareholders of 4-AB (the “4-AB Shareholders”). The transaction closed on February 12, 2014 (the “Closing Date”). In exchange for their shares, the 4-AB Shareholders received an aggregate of 3,334,079 shares of our common stock paid upon closing and valued at $10.1 million. Contingent milestone payments of up to $40.0 million (the “contingent purchase price consideration”), payable in cash or shares of our common stock at our option, are due to the 4-AB Shareholders as follows: (i) $20.0 million upon our market capitalization exceeding $300.0 million for 10 consecutive trading days prior to the earliest of (a) the fifth anniversary of the Closing Date (b) the sale of the 4-AB or (c) the sale of Agenus; (ii) $10.0 million upon our market capitalization exceeding $750.0 million for 30 consecutive trading days prior to the earliest of (a) the tenth anniversary of the Closing Date (b) the sale of 4-AB, or (c) the sale of Agenus, and (iii) $10.0 million upon our market capitalization exceeding $1.0 billion for 30 consecutive trading days prior to the earliest of (a) the tenth anniversary of the Closing Date, (b) the sale of 4-AB, or (c) the sale of Agenus. We assigned an acquisition date fair value of $9.7 million to the contingent purchase price consideration. During January 2015, the first milestone noted above was achieved. This acquisition provided us with the Retrocyte Display technology platform for the rapid discovery and optimization of fully-human and humanized monoclonal antibodies against a wide array of molecular targets and a portfolio of CPM antibodies.

PhosImmune Inc.

On December 23, 2015 (the “PhosImmune Closing Date”), we entered into a Purchase Agreement with PhosImmune Inc., a privately-held Virginia corporation (“PhosImmune”), the securityholders of PhosImmune (the “PhosImmune Securityholders”) and Fanelli Haag PLLC, as representative of the PhosImmune Securityholders providing for the acquisition of all outstanding securities of PhosImmune. On the PhosImmune Closing Date, in exchange for their shares, the PhosImmune Securityholders received $2.5 million in cash and an aggregate of 1,631,521 of our common stock paid upon closing and valued at $7.4 million. Contingent milestone payments up to $35.0 million payable in cash and/or stock at our option are due as follows: (i) $5.0 million upon the closing trading price of our common stock equals or exceeds $8.00 for 60 consecutive trading days prior to the earlier of (a) the fifth anniversary of the PhosImmune Closing Date or (b) the sale of Agenus; (ii) $15.0 million if the closing trading price of our common stock equals or exceeds $13.00 for 60 consecutive trading days prior to the earlier of (a) the tenth anniversary of the PhosImmune Closing Date or (b) the sale of Agenus; and (iii) $15.0 million if the closing trading price of our common stock equals or exceeds $19.00 for 60 consecutive trading days prior to the earlier of (a) the tenth anniversary of the PhosImmune Closing Date or (b) the sale of Agenus. We assigned an acquisition date fair value of $2.5 million to the contingent purchase price consideration. This acquisition expands our I-O pipeline and strengthens our neoantigen capabilities to enable the development of best-in-class cancer vaccines and other novel therapies.

Asset Purchase Agreement

12 Months Ended

Dec. 31, 2018

Asset Purchase Agreement [Abstract]

Asset Purchase Agreement

(4) Asset Purchase Agreements

Celexion, LLC

On April 7, 2015 (the “Celexion Closing Date”), we entered into an Asset Purchase Agreement (the “Celexion Purchase Agreement”) with Celexion, LLC (“Celexion”) and each of the members of Celexion, pursuant to which, we acquired Celexion’s SECANT yeast display antibody discovery platform, its full-length IgG antibody library, its technology for the discovery of molecules targeting cell membrane-associated antigens, and certain other related intellectual property assets (collectively, the “Purchased Assets”). As consideration for the Purchased Assets, on the Celexion Closing Date we paid Celexion $1.0 million in cash and issued Celexion 574,140 shares of our common stock valued at approximately $5.23 per share. As additional consideration for the Purchased Assets, we agreed under the Celexion Purchase Agreement to pay to Celexion (i) $1.0 million in cash payable on each of the 9-month and 18-month anniversaries of the Celexion Closing Date and (ii) $4.0 million on each of the 12-month and 24-month anniversaries of the Celexion Closing Date payable at our discretion in cash, shares of our common stock, or any combination thereof. If we elect to pay any of the additional consideration in shares of our common stock, such shares will be issued at a price per share equal to the simple average of the daily closing volume weighted average price over the 20 trading days preceding the date of issuance. We agreed to file one or more registration statements under the Securities Act to cover the resale of all shares issued as consideration under the Celexion Purchase Agreement. In May 2015, we filed a registration statement covering the resale of the 574,140 shares issued to Celexion on the Celexion Closing Date, and the SEC declared the registration statement effective in June 2015. This transaction was accounted for as an asset acquisition in accordance with ASC 805 Business Combinations. In accordance with ASC 730 Research and Development, the purchase price of approximately $13.2 million was recorded as research and development expense in our consolidated statement of operations and comprehensive loss for the year December 31, 2015 as the IPR&D was deemed to have no future alternative use.

On November 9, 2017 we made the final payment under the Celexion Purchase Agreement. We issued to Celexion 999,317 shares of our common stock based on the preceding 20 trading day average of approximately $4.10 per share. The closing price of our common stock on November 9, 2017 was $3.55 per share. As such, we recorded a gain of approximately $550,000 at issuance. Also on November 9, 2017, we filed a registration statement covering the sale of the 999,317 shares issued to Celexion. The SEC declared the registration statement effective in January 2018.

Goodwill and Acquired Intangible Assets

12 Months Ended

Dec. 31, 2018

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Acquired Intangible Assets

(5) Goodwill and Acquired Intangible Assets

The following table sets forth the changes in the carrying amount of goodwill for year ended December 31, 2018 (in thousands):

Balance, December 31, 2017	$	23,049
Effect of foreign currency		(124	)
Balance, December 31, 2018	$	22,925

Acquired intangible assets consisted of the following at December 31, 2018 and 2017 (in thousands):

	As of December 31, 2018
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual Property	7-15 years	$	16,509	$	(6,147	)	$	10,362
Trademarks	4.5 years		820		(820	)		-
Other	2-6 years		569		(505	)		64
In-process research and development	Indefinite		1,912		—			1,912
Total		$	19,810	$	(7,472	)	$	12,338

	As of December 31, 2017
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual Property	7-15 years	$	16,545	$	(4,290	)	$	12,255
Trademarks	4.5 years		826		(711	)		115
Other	2-6 years		570		(461	)		109
In-process research and development	Indefinite		1,928		—			1,928
Total		$	19,869	$	(5,462	)	$	14,407

The weighted average amortization period of our finite-lived intangible assets is approximately 9 years. Amortization expense for the years ended December 31, 2018, 2017, and 2015 was $2.0 million, $2.3 million and $2.2 million, respectively. Amortization expense related to acquired intangibles is estimated at $1.9 million for 2019, $1.9 million for each of 2020, 2021, and 2022 and $1.4 million for 2023.

The acquired IPR&D asset relates to the six pre-clinical antibody programs acquired in the Agenus Switzerland transaction. IPR&D acquired in a business combination is capitalized at fair value until the underlying project is completed and is subject to impairment testing. Once the project is completed, the carrying value of IPR&D is amortized over the estimated useful life of the asset. Post-acquisition research and development expenses related to the acquired IPR&D are expensed as incurred.

Investments

12 Months Ended

Dec. 31, 2018

Cash And Cash Equivalents [Abstract]

Investments

(6) Investments

Cash Equivalents and Short-term Investments

Cash equivalents and short-term investments consisted of the following as of December 31, 2018 and 2017 (in thousands):

December 31, 2018

December 31, 2017

Cost

Estimated

Fair Value

Cost

Estimated

Fair Value

Institutional Money Market Funds

29,948

57,036

As a result of the short-term nature of our investments, there were minimal unrealized holding gains or losses as of December 31, 2018, 2017 and 2016.

All the investments listed above have been classified as cash equivalents on our consolidated balance sheet as of December 31, 2018 and 2017, respectively.

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2018

Property Plant And Equipment [Abstract]

Property, Plant and Equipment

(7) Property, Plant and Equipment

Property, plant and equipment, net as of December 31, 2018 and 2017 consist of the following (in thousands):

	2018			2017			Estimated Depreciable Lives
Land	$	2,230		$	2,230		Indefinite
Building and building improvements		5,451			4,682		35 years
Furniture, Fixtures, and other		3,984			5,409		3 to 10 years
Laboratory and manufacturing equipment		18,993			17,438		4 to 10 years
Leasehold improvements		24,525			23,415		2 to 12 years
Software and computer equipment		8,001			7,034		3 years
		63,184			60,208
Less accumulated depreciation and amortization		(38,068	)		(34,029	)
Total	$	25,116		$	26,179

Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

(8) Income Taxes

We are subject to taxation in the U.S. and in various state, local, and foreign jurisdictions. We remain subject to examination by U.S. Federal, state, local, and foreign tax authorities for tax years 2015 through 2018. With a few exceptions, we are no longer subject to U.S. Federal, state, local, and foreign examinations by tax authorities for the tax year 2014 and prior. However, net operating losses from the tax year 2014 and prior would be subject to examination if and when used in a future tax return to offset taxable income. Our policy is to recognize income tax related penalties and interest, if any, in our provision for income taxes and, to the extent applicable, in the corresponding income tax assets and liabilities, including any amounts for uncertain tax positions.

As of December 31, 2018, we had available net operating loss carryforwards of $795.7 million and $300.4 million for Federal and state income tax purposes, respectively, which are available to offset future Federal and state taxable income, if any, $85.3 million of these Federal net operating loss carryforwards do not expire, while the remaining net operating loss carryforwards expire between 2019 and 2038. Our ability to use these net operating losses is limited by change of control provisions under Internal Revenue Code Section 382 and may expire unused. In addition, we have $8.9 million and $11.9 million of Federal and state research and development credits, respectively, available to offset future taxable income. These Federal and state research and development credits expire between 2019 and 2038 and 2019 and 2029, respectively. Additionally, we have $0.2 million of state investment tax credits, available to offset future taxable income and expire between 2019 and 2021. We also have foreign income tax net operating loss carryforwards of approximately $1.8 million which are available to offset future foreign taxable income, if any, and expire between 2019 and 2024. The potential impacts of such provisions are among the items considered and reflected in management’s assessment of our valuation allowance requirements.

The tax effect of temporary differences and net operating loss and tax credit carryforwards that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2018 and 2017 are presented below (in thousands).

	2018			2017
Deferred tax assets:
U.S. Federal and State net operating loss carryforwards	$	182,557		$	185,535
Foreign net operating loss carryforwards		1,524			16,209
Research and development tax credits		18,507			19,597
Share-based compensation		4,824			8,249
Intangible Assets		36,217			—
Interest expense carryforward		6,555			—
Other		4,882			6,221
Total deferred tax assets		255,066			235,811
Less: valuation allowance		(254,315	)		(232,443	)
Net deferred tax assets		751			3,368
Foreign intangible assets		(1,063	)		(1,178	)
Other		(406	)		(2,782	)
Deferred tax liabilities		(1,469	)		(3,960	)
Net deferred tax liability	$	(718	)	$	(592	)

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating loss and tax credit carryforwards can be utilized or the temporary differences become deductible. We consider projected future taxable income and tax planning strategies in making this assessment. In order to fully realize the deferred tax asset, we will need to generate future taxable income sufficient to utilize net operating losses prior to their expiration. Based upon our history of not generating taxable income due to our business activities focused on product development, we believe that it is more likely than not that deferred tax assets will not be realized through future earnings. Accordingly, a valuation allowance has been established for deferred tax assets which will not be offset by the reversal of deferred tax liabilities. The valuation allowance on the deferred tax assets increased by $21.9 million during the year ended December 31, 2018, while the valuation allowance decreased by $63.1 during the year ended December 31, 2017, which was primarily related to the “Tax Cuts and Jobs Act”, which reduced the federal tax rate from 34% to 21%.

Income tax benefit was nil for the years ended December 31, 2018, 2017 and 2016. Income taxes recorded differed from the amounts computed by applying the U.S. Federal income tax rate of 21% in 2018 and 34% in 2017 and 2016 to loss before income taxes as a result of the following (in thousands).

	2018			2017			2016
Computed “expected” Federal tax benefit	$	(34,029	)	$	(41,035	)	$	(42,781	)
(Increase) reduction in income taxes benefit resulting from:
Change in valuation allowance		24,233			(63,868	)		35,471
(Decrease) increase due to uncertain tax positions		7			—			(203	)
Foreign income inclusion		11,089			—			—
State and local income benefit, net of Federal income tax benefit		(11,708	)		(4,561	)		(3,452	)
Change in federal tax rate		—			104,764			—
Foreign rate differential		956			2,084			4,398
Other, net		9,452			2,616			6,567
Income tax benefit	$	—		$	—		$	—

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):

	2018		2017		2016
Balance, January 1	$	4,349	$	5,278	$	5,481
Increase related to current year positions		—		—		—
Increase (decrease) related to previously recognized positions		7		—		(203	)
Decrease related to change in federal tax rate		—		(929