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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2019	Mar. 12, 2020	Jun. 28, 2019
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2019
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019
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 Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding		161,589,924
Entity Public Float			$ 406.8
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, $.01 Par Value
Security Exchange Name	NASDAQ
Entity File Number	000-29089
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1562417
Entity Address, Address Line One	3 Forbes Road
Entity Address, City or Town	Lexington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02421
City Area Code	781
Local Phone Number	674-4400
Document Annual Report	true
Document Transition Report	false
Documents Incorporated by Reference [Text Block]	Portions of the Registrant’s Definitive Proxy Statement relating to the 2020 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2019, are incorporated by reference into Part III of this Report.

Consolidated Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
ASSETS
Cash and cash equivalents	$ 61,808,000	$ 53,054,000
Inventories	0	55,000
Accounts Receivable	16,293,000	938,000
Prepaid expenses	7,420,000	19,265,000
Other current assets	1,015,000	1,496,000
Total current assets	86,536,000	74,808,000
Property, plant and equipment, net of accumulated amortization and depreciation of $42,861 and $38,068 at December 31, 2019 and 2018, respectively	26,326,000	25,116,000
Operating lease right-of-use assets	7,364,000
Goodwill	23,188,000	22,925,000
Acquired intangible assets, net of accumulated amortization of $9,431 and $7,472 at December 31, 2019 and 2018, respectively	10,504,000	12,338,000
Other long-term assets	1,417,000	1,214,000
Total assets	155,335,000	136,401,000
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current portion, long-term debt	646,000	146,000
Current portion, liability related to sale of future royalties and milestones	45,961,000	27,443,000
Current portion, deferred revenue	29,174,000	1,814,000
Current portion, operating lease liabilities	1,347,000
Accounts payable	13,564,000	13,624,000
Accrued liabilities	31,332,000	24,551,000
Other current liabilities	185,000	484,000
Total current liabilities	122,209,000	68,062,000
Long-term debt	13,380,000	13,212,000
Liability related to sale of future royalties and milestones, net of current portion	175,408,000	182,817,000
Deferred revenue, net of current portion	27,705,000	1,165,000
Operating lease liabilities, net of current portion	8,020,000
Contingent purchase price consideration	8,843,000	3,038,000
Other long-term liabilities	4,190,000	2,773,000
Commitments and contingencies (Note 19)
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.01 per share; 400,000,000 shares and 240,000,000 shares authorized; 137,818,068 shares and 119,996,331 shares issued at December 31, 2019 and 2018, respectively	1,378,000	1,200,000
Additional paid-in capital	1,059,583,000	1,005,183,000
Accumulated other comprehensive loss	(1,324,000)	(1,539,000)
Accumulated deficit	(1,284,993,000)	(1,177,311,000)
Total stockholders’ deficit attributable to Agenus Inc.	(225,356,000)	(172,467,000)
Non-controlling interest	(5,981,000)	(2,078,000)
Total stockholders’ deficit	(231,337,000)	(174,545,000)
Total liabilities, convertible preferred stock and stockholders’ deficit	155,335,000	136,401,000
Series C-1 Convertible Preferred Stock [Member]
CONVERTIBLE PREFERRED STOCK
Series C-1 convertible preferred stock; 12,459 shares and 18,459 shares designated, issued, and outstanding at December 31, 2019 and 2018, respectively	26,917,000	39,879,000
Series A-1 convertible preferred stock [Member]
STOCKHOLDERS’ DEFICIT
Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at December 31, 2019 and 2018; liquidation value of $33,040 and $32,832 at December 31, 2019, and 2018, respectively	0	0
Total stockholders’ deficit	$ 0	$ 0

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Property plant and equipment, accumulated amortization and depreciation	$ 42,861	$ 38,068
Acquired intangible assets, accumulated amortization	$ 9,431	$ 7,472
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	400,000,000	240,000,000
Common stock, shares issued	137,818,068	119,996,331
Series C-1 Convertible Preferred Stock [Member]
Series C-1 convertible preferred stock, shares designated	12,459	18,459
Series C-1 convertible preferred stock, shares issued	12,459	18,459
Series C-1 convertible preferred stock, shares outstanding	12,459	18,459
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	$ 33,040	$ 32,832

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenue:
Total revenues	$ 150,048	$ 36,784	$ 42,877
Operating expenses:
Research and development	(168,339)	(124,600)	(116,125)
General and administrative	(46,041)	(37,340)	(33,741)
Contingent purchase price consideration fair value adjustment	(5,805)	1,335	3,188
Operating loss	(70,137)	(123,821)	(103,801)
Other income (expense):
Loss on early extinguishment of debt		(10,767)
Non-operating income (expense)	28	(2,183)	1,977
Interest expense, net	(41,451)	(25,273)	(18,868)
Net loss	(111,560)	(162,044)	(120,692)
Dividends on Series A-1 convertible preferred stock	(208)	(207)	(206)
Less: net loss attributable to non-controlling interest	(3,903)	(2,352)
Net loss attributable to Agenus Inc. common stockholders	$ (107,865)	$ (159,899)	$ (120,898)
Per common share data:
Basic and diluted net loss attributable to Agenus Inc. common stockholders	$ (0.80)	$ (1.44)	$ (1.23)
Weighted average number of Agenus Inc. common shares outstanding:
Basic and diluted	134,982	110,772	98,415
Other comprehensive income (loss):
Foreign currency translation gain (loss)	$ 215	$ 630	$ (615)
Pension liability			(25)
Other comprehensive income (loss)	215	630	(640)
Comprehensive loss	(107,650)	(159,269)	(121,538)
Royalty sales milestone [Member]
Revenue:
Total revenues	15,100
Other Revenues [Member]
Revenue:
Total revenues	4,679		168
Research and Development [Member]
Revenue:
Total revenues	99,845	19,475	$ 42,709
Non Cash Royalty Revenue Related To The Sale Of Future Royalties And Milestone [Member]
Revenue:
Total revenues	$ 30,424	$ 17,309

Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands	Total	Amendment to 2013 Warrants [Member]	SECANT Yeast Display Acquisition [Member]	Common Stock [Member]	Common Stock [Member] SECANT Yeast Display Acquisition [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]	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, 2016	$ (39,126)			$ 878		$ 866,854				$ (1,529)		$ (905,329)		$ 0
Balance, shares at Dec. 31, 2016				87,795,000										32,000
Net loss	(120,692)											(120,692)
Other comprehensive loss	(640)									(640)
Adoption of ASC	(82)					1,211						(1,293)
Shares sold under Stock Purchase Agreement, values	60,000			$ 100		59,900
Shares sold under Stock Purchase Agreement, shares				10,000,000
Share-based compensation	10,924					10,924
Reclassification of liability	2,016					2,016
Vesting of nonvested shares, value	(527)			$ 11		(11)			$ (527)
Vesting of nonvested shares, shares				1,097,000					(156,000)
Shares sold at the market, value	5,560			$ 13		5,547
Shares sold at the market, shares				1,315,000
Issuance of warrants		$ 731					$ 731
Retirement of treasury shares, value				$ (2)		(1,364)			$ 527			839
Retirement of treasury shares, share				(156,000)					156,000
Issuance of shares related to milestone achievement, values	1,486			$ 4		1,482
Issuance of shares related to milestone achievement, shares				373,000
Issuance of stock for acquisition, value			$ 3,548		$ 10			$ 3,538
Issuance of stock for acquisition, share					999,000
Exercise of stock options and employee share purchases, value	987			$ 3		984
Exercise of stock options and employee share purchases, shares				283,000
Stockholders' Equity, Ending Balance at Dec. 31, 2017	(75,815)			$ 1,017		951,812				(2,169)		(1,026,475)		$ 0
Balance, shares at Dec. 31, 2017				101,706,000										32,000
Net loss	(162,044)										$ (2,352)	(159,692)
Other comprehensive loss	630									630
Adoption of ASC \| ASC 606 [Member]	8,856											8,856
AgenTus share distribution	274										274
Share-based compensation	7,351					7,351
Vesting of nonvested shares, value				$ 1		(1)
Vesting of nonvested shares, shares				53,000
Shares sold at the market, value	44,919			$ 178		44,741
Shares sold at the market, shares				17,799,000
Issuance of Series C-1 convertible preferred stock, net of issuance costs, value													$ 39,879
Issuance of Series C-1 convertible preferred stock, net of issuance costs, shares													18,000
Payment of consultant in shares	50			$ 0		50
Payment of consultant in shares, shares				26,000
Exercise of stock options and employee share purchases, value	1,234			$ 4		1,230
Exercise of stock options and employee share purchases, shares				413,000
Stockholders' Equity, Ending Balance at Dec. 31, 2018	(174,545)			$ 1,200		1,005,183				(1,539)	(2,078)	(1,177,311)		$ 0
Temporary Equity, shares at Dec. 31, 2018													18,459
Temporary Equity, Ending Balance at Dec. 31, 2018													$ 39,879
Balance, shares at Dec. 31, 2018				119,997,000										32,000
Net loss	(111,560)										(3,903)	(107,657)
Other comprehensive loss	215									215
Adoption of ASC	(25)											(25)
Shares sold under Stock Purchase Agreement, values	30,000			$ 111		29,889
Shares sold under Stock Purchase Agreement, shares				11,111,000
Share-based compensation	9,892					9,892
Vesting of nonvested shares, value				$ 1		(1)
Vesting of nonvested shares, shares				130,000
Conversion of Series C-1 convertible preferred stock	12,962			$ 60		12,902							$ (12,962)
Conversion of Series C-1 convertible preferred stock, shares				6,000,000									(6,000)
Payment of consultant in shares	81			$ 0		81
Payment of consultant in shares, shares				29,000
Exercise of stock options and employee share purchases, value	1,643			$ 6		1,637
Exercise of stock options and employee share purchases, shares				552,000
Stockholders' Equity, Ending Balance at Dec. 31, 2019	$ (231,337)			$ 1,378		$ 1,059,583				$ (1,324)	$ (5,981)	$ (1,284,993)		$ 0
Temporary Equity, shares at Dec. 31, 2019													12,459
Temporary Equity, Ending Balance at Dec. 31, 2019													$ 26,917
Balance, shares at Dec. 31, 2019				137,819,000										32,000

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

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities:
Net loss	$ (111,560)	$ (162,044)	$ (120,692)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6,662	6,288	6,006
Share-based compensation	9,892	7,625	12,429
Non-cash royalty revenue	(30,424)	(17,309)
Non-cash interest expense	42,201	24,599	18,242
Loss on disposal of assets	58	145	24
Change in fair value of contingent obligations	5,805	(1,335)	(3,188)
Gain on issuance of stock for settlement of milestone obligation			(566)
Loss on extinguishment of debt		10,767
Changes in operating assets and liabilities:
Accounts receivable	(15,355)	196	10,217
Inventories	55	24	9
Prepaid expenses	11,792	(8,210)	(8,453)
Accounts payable	(234)	5,366	1,646
Deferred revenue	53,900	(397)	(2,722)
Accrued liabilities and other current liabilities	7,097	3,303	(4,849)
Other operating assets and liabilities	1,429	(113)	(2,329)
Net cash used in operating activities	(18,682)	(131,095)	(94,226)
Cash flows from investing activities:
Proceeds from sale of plant and equipment		6	120
Purchases of plant and equipment	(4,657)	(3,597)	(3,120)
Purchases of available-for-sale securities			(14,936)
Proceeds from sale of available-for-sale securities			20,000
Net cash provided by (used in) investing activities	(4,657)	(3,591)	2,064
Cash flows from financing activities:
Net proceeds from sale of equity	30,000	44,919	65,560
Proceeds from employee stock purchases and option exercises	1,643	1,234	987
Purchase of treasury shares to satisfy tax withholdings			(527)
Proceeds from issuance of long-term debt			15,000
Debt issuance costs			(150)
Proceeds from sale of future royalties		204,878
Transaction costs from sale of future royalties and milestones		(494)
Repayments of debt		(161,847)
Payment of finance lease obligation	(320)	(283)	(331)
Net cash provided by (used in) financing activities	31,323	128,286	80,539
Effect of exchange rate changes on cash	770	(733)	362
Net decrease in cash and cash equivalents	8,754	(7,133)	(11,261)
Cash and cash equivalents, beginning of period	53,054	60,187	71,448
Cash and cash equivalents, end of period	61,808	53,054	60,187
Supplemental cash flow information:
Cash paid for interest	1,224	1,171	1,120
Supplemental disclosures - non-cash activities:
Purchases of plant and equipment in accounts payable and accrued liabilities	1,242	300	968
Lease right-of-use assets obtained in exchange for new operating lease liabilities	3,017
Milestone obligation [Member]
Supplemental disclosures - non-cash activities:
Issuance of common stock			1,486
Payment to Consultant [Member]
Supplemental disclosures - non-cash activities:
Issuance of common stock	$ 81	50
SECANT Yeast Display technology [Member]
Supplemental disclosures - non-cash activities:
Issuance of common stock			$ 3,548
Series C-1 Convertible Preferred Stock [Member]
Cash flows from financing activities:
Net proceeds from sale of C-1 Preferred Stock		$ 39,879

Consolidated Statements of Cash Flows (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Supplemental disclosures - non-cash activities:
Common stock, par value	$ 0.01
Milestone obligation [Member]
Supplemental disclosures - non-cash activities:
Common stock, par value		$ 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, 2019

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 advancing an extensive pipeline of immune checkpoint antibodies, adoptive cell therapies and neoantigen cancer vaccines, to fight cancer. Our business is designed to drive success in I-O through speed, innovation and effective combination therapies. We believe that combination therapies and a deep understanding of each patient’s cancer will drive substantial expansion of the patient population benefiting from current I-O therapies. In addition to a diverse pipeline, we have assembled fully integrated end-to-end 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 multiple antibody discovery platforms, including our proprietary 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, Inc., which is designed to drive the discovery of future adoptive cell therapy, or “living drugs” (Activated, 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 and cash equivalents at December 31, 2019 were $61.8 million, an increase of $8.8 million from December 31, 2018.

We have incurred significant losses since our inception. As of December 31, 2019, we had an accumulated deficit of $1.28 billion. Although we plan to launch our first commercial product in 2021, we do not expect to be profitable in 2021.

During the past five years, we have financed our operations primarily through funding from corporate partnerships and novel financing mechanisms. Based on our current plans and projections, we believe that our cash resources of $61.8 million as of December 31, 2019 combined with cash from partnership milestones already triggered and expected later this year, as well as proceeds from financing transactions already completed in the first quarter of 2020, will be sufficient to satisfy our liquidity requirements through the fourth quarter of 2020. We are presently in multiple partnership and out licensing discussions which, if consummated, could extend our cash resources into and beyond next year. Until we are successful in our efforts for capital infusion through these transactions or other financing options, and because the completion of such transactions is not entirely within our control, in accordance with accounting guidance we are required to disclose that substantial doubt exists about our ability to continue as a going concern for a period of one year after the date of filing of this Annual Report on Form 10-K.

Management continues to address the Company’s liquidity position and will adjust spending as needed in order to preserve liquidity. We also continue to monitor the likelihood of success of our key initiatives and have a plan to discontinue funding of such activities if they do not prove to be successful, or, if by the second quarter of 2020 the anticipated additional cash resources are not put into place, restrict funding of non-core programs, restrict capital expenditures and/or reduce the scale of our operations as necessary to ensure sufficient cash resources through the fourth quarter of 2020. 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

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 many of 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, 2019

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) 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.

(f) 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. We had no inventory as of December 31, 2019 and inventory as of December 31, 2018 consisted solely of finished goods.

(g) Accounts Receivable

Accounts receivable are amounts due from our collaboration partners as a result of research and development and manufacturing services provided and milestones achieved. We considered the need for an allowance for doubtful accounts and have concluded that no allowance was needed as of December 31, 2019 and 2018, as the estimated risk of loss on our accounts receivable was determined to be minimal.

(h) 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 $4.8 million, $4.3 million, and $3.8 million, for the years ended December 31, 2019, 2018, and 2017, respectively.

(i) Fair Value of Financial Instruments

The estimated fair values of all our financial instruments 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 at December 31, 2019 and 2018, respectively.

(j) 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 2019 and 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 resulted in a cumulative adjustment to decrease our accumulated deficit by $8.9 million at January 1, 2018, which included a $3.0 million decrease in current portion, deferred revenue and a $5.9 million decrease in deferred revenue, net of current portion. As a result of the adoption of ASC 606, research and development revenue on our consolidated statement of operations for the year ended December 31, 2018 was decreased by $3.2 million and on our December 31, 2018 consolidated balance sheet, deferred revenue, current portion, deferred revenue, net of current portion and accumulated deficit were decreased by $1.0 million, $4.7 million and $5.7 million, respectively. The change in revenue was primarily attributable to the change in recognition of an upfront fee related to the GSK License and Amended Supply Agreements. While the change in deferred revenue and accumulated deficit is mainly attributable to the change in the timing of revenue recognition for amounts received under the Incyte Collaboration Agreement and the reversal of the cumulative transition adjustment, respectively.

For the years ended December 31, 2019, 2018 and 2017, 60%, 43% 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 13.

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 13.

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.

(k) 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 income (expense). We do not currently use derivative financial instruments to manage the risks associated with foreign currency fluctuations. We recorded a foreign currency gain of $0.1 million for the year ended December 31, 2019, a foreign currency loss of $2.2 million for the year ended December 31, 2018, and a foreign currency gain of $1.9 million for the year ended December 31, 2017.

(l) 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.

(m) Share-Based Compensation

We account for share-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation. 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. See Note 11 for a further discussion on share-based compensation.

(n) 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.

(o) 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, 2019, 2018, and 2017, as they would be anti-dilutive:

	Year Ended
	2019		2018		2017
Warrants		1,400		2,900		4,351
Stock options		27,164		18,614		14,367
Nonvested shares		2,120		2,214		1,314
Series A-1 convertible preferred stock		333		333		333
Series C-1 convertible preferred stock		12,459		18,459		-

(p) 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.

(q) 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.

(r) 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.

(s) Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASC 842”) which supersedes Topic 840, Leases (“ASC 840”). We adopted ASC 842 on January 1, 2019 using the alternative transition method and recorded a cumulative effect adjustment to beginning retained earnings without restating prior periods. Accordingly, all financial information and disclosures for periods before January 1, 2019 continue to be presented under the requirements of ASC 840. We elected the package of practical expedients, which allowed us to carry forward our historical lease classification, our assessment of whether a contract is or contains a lease and our initial direct costs for any leases that existed prior to adoption of the new standard.

At the inception of an agreement, we determine whether the contract contains a lease. If a lease is identified in such arrangement, we recognize a right-of-use asset and liability on our consolidated balance sheet and determine whether the lease should be classified as a finance or operating lease. We have elected not to recognize assets or liabilities for leases with lease terms of 12 months or less.

A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset by the end of the lease term, (ii) we hold an option to purchase the leased asset that we are reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases.

Finance and operating lease right-of-use assets and liabilities are recognized at the lease commencement date. Lease liabilities are recognized as the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the implicit rate is not readily determinable, as is the case with all our current leases, we utilize our incremental borrowing rate at the lease commencement date. Right-of-use assets are recognized based on the amount of the lease liability, adjusted for any advance lease payments paid, initial direct costs incurred, or lease incentives received prior to commencement. Right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets.

Operating lease payments are expensed using the straight-line method as an operating expense over the lease term, unless the right-of-use asset reflects impairment. We will then recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expense in our condensed consolidated statement of operations.

Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term, unless the lease includes a provision that either (i) results in the transfer of ownership of the underlying asset at the end of the lease term or (ii) includes a purchase option whose exercise is reasonably certain. In either of these instances, the right-of-use asset is amortized over the useful life of the underlying asset. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance lease liability.

We do not separate lease and non-lease components for any of our current asset classes when determining which lease payments to include in the calculation of its lease assets and liabilities. Variable lease payments are expensed in the period incurred. If a lease includes an option to extend or terminate the lease, we reflect the option in the lease term if it is reasonably certain the option will be exercised. Our right of use assets and lease liabilities generally exclude periods covered by renewal options and include periods covered by early termination options (based on our conclusion that it is not reasonably certain that we will exercise such options).

We account for the sublease of space in our main Lexington, Massachusetts facility from the perspective of a lessor. Our sublease is classified as an operating lease. We record sublease income as a reduction of operating expense.

Operating leases are recorded in “Operating lease right-of-use assets”, “Current portion, operating lease liabilities” and “Operating lease liabilities, net of current portion”, while finance leases are recorded in “Property, plant and equipment, net”, “Other current liabilities” and “Other long-term liabilities” on our condensed consolidated balance sheet.

Impact of Adopting ASC 842 on the Condensed Consolidated Financial Statements

We recorded the following adjustments to our condensed consolidated balance sheet on the date of adoption (in thousands):

	As Reported December 31, 2018			ASC 842 Adjustment			Adjusted January 1, 2019
Condensed Consolidated Balance Sheet Data:
Operating lease right-of-use assets	$	—		$	5,687		$	5,687
Current portion, operating lease liabilities		—			1,510			1,510
Other current liabilities		484			(95	)		389
Operating lease liabilities, net of current portion		—			6,216			6,216
Other long-term liabilities		2,773			(1,921	)		852
Accumulated deficit	$	(1,177,311	)	$	(25	)	$	(1,177,336	)

The adoption did not have an impact on our condensed consolidated statement of operations or our condensed consolidated statement of cash flows. See Note 15 for additional information regarding our leases.

(t) Recent Accounting Pronouncements

Recently Issued and Adopted

In February 2016, the FASB issued ASC 842 which supersedes ASC 840, Leases. ASC 842 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. We adopted the new standard on January 1, 2019 and have used the effective date as our date of initial application. See Note 2 (s) and Note 15.

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. We adopted the new standard on January 1, 2019. The adoption did not have a material impact on our consolidated financial statements.

Recently Issued, Not Yet Adopted

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 2023. 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 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 November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers, (“ASC 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.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 enhances and simplifies multiple aspects of the income tax accounting guidance in ASC 740. The standard will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adoption of ASU 2019-12 on our consolidated financial statements.

No other new accounting pronouncement issued or effective during the year ended December 31, 2019 had or is expected to have a material impact on our consolidated financial statements or disclosures.

Business Acquisitions

12 Months Ended

Dec. 31, 2019

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.

Goodwill and Acquired Intangible Assets

12 Months Ended

Dec. 31, 2019

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Acquired Intangible Assets

(4) Goodwill and Acquired Intangible Assets

The following table sets forth the changes in the carrying amount of goodwill for year ended December 31, 2019 (in thousands):

Balance, December 31, 2018	$	22,925
Effect of foreign currency		263
Balance, December 31, 2019	$	23,188

Acquired intangible assets consisted of the following at December 31, 2019 and 2018 (in thousands):

	As of December 31, 2019
	Amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Intellectual Property	7-15 years	$	16,584	$	(8,044	)	$	8,540
Trademarks	4.5 years		834		(834	)		-
Other	2-6 years		572		(553	)		19
In-process research and development	Indefinite		1,945		—			1,945
Total		$	19,935	$	(9,431	)	$	10,504

	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

The weighted average amortization period of our finite-lived intangible assets is approximately 9 years. Amortization expense for the years ended December 31, 2019, 2018, and 2017 was $2.0 million, $2.0 million and $2.3 million, respectively. Amortization expense related to acquired intangibles is estimated at $1.9 million for each of 2020, 2021 and 2022, $1.4 million for 2023 and $0.3 million for 2024.

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, 2019

Cash And Cash Equivalents [Abstract]

Investments

(5) Investments

Cash Equivalents

Cash equivalents consisted of the following as of December 31, 2019 and 2018 (in thousands):

December 31, 2019

December 31, 2018

Cost

Estimated

Fair Value

Cost

Estimated

Fair Value

Institutional Money Market Funds

55,258

29,948

As a result of the short-term nature of our investments, there were minimal unrealized holding gains or losses as of December 31, 2019, 2018 and 2017.

All the investments listed above have been classified as cash equivalents on our consolidated balance sheet as of December 31, 2019 and 2018, respectively.

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2019

Property Plant And Equipment [Abstract]

Property, Plant and Equipment

(6) Property, Plant and Equipment

Property, plant and equipment, net as of December 31, 2019 and 2018 consist of the following (in thousands):

	2019			2018			Estimated Depreciable Lives
Land	$	2,230		$	2,230		Indefinite
Building and building improvements		5,624			5,451		35 years
Furniture, Fixtures, and other		6,394			3,984		3 to 10 years
Laboratory and manufacturing equipment		20,880			18,993		4 to 10 years
Leasehold improvements		25,350			24,525		2 to 12 years
Software and computer equipment		8,709			8,001		3 years
		69,187			63,184
Less accumulated depreciation and amortization		(42,861	)		(38,068	)
Total	$	26,326		$	25,116

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

(7) 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 2016 through 2019. 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 2015 and prior. However, net operating losses from the tax year 2015 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, 2019, we had available net operating loss carryforwards of $646.3 million and $184.9 million for Federal and state income tax purposes, respectively, which are available to offset future Federal and state taxable income, if any, $38.6 million of these Federal net operating loss carryforwards do not expire, while the remaining net operating loss carryforwards expire between 2021 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 $8.8 million and $9.4 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 2020 and 2033 and 2020 and 2029, respectively. Additionally, we have $214,000 of state investment tax credits, available to offset future taxable income and expire between 2020 and 2022. We also have foreign income tax net operating loss carryforwards of approximately $1.9 million generated in Switzerland which are available to offset future foreign taxable income, if any, and expire between 2024 and 2026. We also have foreign net operating loss carryforwards, which do not expire, available to offset future foreign taxable income of $7.5 million in the United Kingdom, $8.0 million in Belgium, $55,000 in Ireland, and $289,000 in Hong Kong. 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, 2019 and 2018 are presented below (in thousands).

	2019			2018
Deferred tax assets:
U.S. Federal and State net operating loss carryforwards	$	143,126		$	182,557
Foreign net operating loss carryforwards		4,096			1,524
Research and development tax credits		16,364			18,507
Share-based compensation		4,774			4,824
Intangible Assets		38,710			36,217
Interest expense carryforward		3,893			6,555
Deferred Revenue		47,456			—
Lease Liability		2,002			—
Other		3,974			4,882
Total deferred tax assets		264,395			255,066
Less: valuation allowance		(262,228	)		(254,315	)
Net deferred tax assets		2,167			751
Foreign intangible assets		(1,009	)		(1,063	)
Right of use asset		(1,599	)		—
Other		(165	)		(406	)
Deferred tax liabilities		(2,773	)		(1,469	)
Net deferred tax liability	$	(606	)	$	(718	)

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 $7.9 million during the year ended December 31, 2019, while the valuation allowance decreased by $21.9 during the year ended December 31, 2018, respectively.

Income tax benefit was nil for the years ended December 31, 2019, 2018 and 2017. Income taxes recorded differed from the amounts computed by applying the U.S. Federal income tax rate of 21% in 2019 and 2018 and 34% in 2017 to loss before income taxes as a result of the following (in thousands).

	2019			2018			2017
Computed “expected” Federal tax benefit	$	(23,413	)	$	(34,029	)	$	(41,035	)
(Increase) reduction in income taxes benefit resulting from:
Change in valuation allowance		7,913			24,233			(63,868	)
(Decrease) increase due to uncertain tax positions		(64	)		7			—
Foreign income inclusion		—			11,089			—
State and local income benefit, net of Federal income tax benefit		4,144			(11,708	)		(4,561	)
Change in federal tax rate		—			—			104,764
Foreign rate differential		(564	)		956			2,084
Change in fair value contingent consideration		1,219			(280	)		(1,084	)
Other, net		10,765			9,732			3,700
Income tax benefit	$	—		$	—		$	—

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

	2019			2018		2017
Balance, January 1	$	4,356		$	4,349	$	5,278
Increase related to current year positions		122			—		—
Increase (decrease) related to previously recognized positions		(186	)		7		—
Decrease related to change in federal tax rate		—			—		(929	)
Balance, December 31	$	4,292		$	4,356	$	4,349

These unrecognized tax benefits would all impact the effective tax rate if recognized. There are no positions which we anticipate could change within the next twelve months.

Accrued Liabilities

12 Months Ended

Dec. 31, 2019

Other Liabilities Disclosure [Abstract]

Accrued Liabilities

(8) Accrued Liabilities

Accrued liabilities consist of the following as of December 31, 2019 and 2018 (in thousands):

	December 31, 2019		December 31, 2018
Payroll	$	9,575	$	8,770
Professional fees		4,314		3,528
Contract manufacturing costs		8,768		5,947
Research services		6,675		5,348
Other		2,000		958
Total	$	31,332	$	24,551

Equity

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Equity

(9) Equity

Effective June 19, 2019, our certificate of incorporation was amended to increase the number of authorized shares of common stock from 240,000,000 to 400,000,000.

Under the terms and conditions of the Certificate of Designation creating the Series A-1 Preferred Stock, this stock is convertible by the holder at any time into our common stock, is non-voting, has an initial conversion price of $94.86 per common share, subject to adjustment, and is redeemable by us at its face amount ($31.6 million), plus any accrued and unpaid dividends. The Certificate of Designation does not contemplate a sinking fund. The Series A-1 Preferred Stock ranks senior to both our Series C-1 Convertible Preferred Stock and our common stock. In a liquidation, dissolution, or winding up of the Company, the Series A-1 Preferred Stock’s liquidation preference must be fully satisfied before any distribution could be made to the holders of the common stock. Other than in such a liquidation, no terms of the Series A-1 Preferred Stock affect our ability to declare or pay dividends on our common stock as long as the Series A-1 Preferred Stock’s dividends are accruing. The liquidation value of this Series A-1 Preferred stock is equal to $1,000 per share outstanding plus any accrued unpaid dividends. Dividends in arrears with respect to the Series A-1 Preferred Stock were approximately $1.4 million or $44.92 per share, and $1.2 million, or $38.33 per share, at December 31, 2019 and 2018, respectively.

During September 2013, we sold approximately 3,333,000 shares of our common stock and warrants to purchase 1,000,000 shares of our common stock in a registered direct public offering raising net proceeds of approximately $9.5 million, after deducting offering expenses. The common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase 0.3 of a share of common stock. Subject to certain ownership limitations, the warrants became exercisable beginning 6 months following issuance and will expire five years from the date they become exercisable, at an exercise price of $3.75 per share. The number of shares issuable upon exercise of the warrants and the exercise price of the warrants are adjustable in the event of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The warrants expired unexercised in March 2019.

On February 14, 2017, we entered into an additional Stock Purchase Agreement (the “Additional Stock Purchase Agreement”) with Incyte, pursuant to which Incyte purchased 10 million shares of our common stock (the “Additional Shares”) at a purchase price of $6.00 per share. Immediately following the transaction, Incyte owned approximately 18.1% of our outstanding shares. Under the Additional Stock Purchase Agreement, Incyte agreed not to dispose of any of the Additional Shares for a period of 12 months and to vote the Additional Shares in accordance with the recommendations of the Company’s board of directors in connection with certain equity incentive plan or compensation matters for a period of 18 months, both provisions have expired. We also agreed to certain registration rights with respect to the Additional Shares. The parties also revised the existing standstill provision to permit Incyte’s acquisition of the Additional Shares, but Incyte was precluded from acquiring any additional shares of our voting stock until December 31, 2019.

In March 2017, we issued an additional 373,351 shares of our common stock, valued at approximately $1.5 million, to Iontas in accordance with the terms of the Technology Transfer and License Agreement. Subsequently, we filed, and the SEC declared effective, a registration statement covering the resale of the 530,864 shares of our common stock issued.

On November 9, 2017 we made the final payment under the Asset Purchase Agreement with Celexion, LLC (“Celexion”) and each of the members of Celexion. 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.

In October 2017, we filed, and the SEC declared effective, a Registration Statement on Form S-3 (the “2017 Registration Statement”), covering the offering of up to $250 million of common stock, preferred stock, warrants, debt securities and units. The 2017 Registration Statement included a prospectus covering the offering, issuance and sale of up to 15 million shares of our common stock from time to time in “at-the-market offerings” pursuant to a Controlled Equity Offering^SM sales agreement (the “Sales Agreement”) entered into with Cantor Fitzgerald & Co. (the “Sales Agent”) on October 30, 2017. Pursuant to the Sales Agreement, sales will be made only upon instructions by us to the Sales Agent, and we cannot provide any assurances that it will issue any shares pursuant to the Sales Agreement. On October 18, 2017, we exercised our right under that certain At Market Issuance Sales Agreement by and between us and MLV & Co. LLC, dated as of October 10, 2014 (the “2014 ATM Program”) to terminate the 2014 ATM Program, which termination took effect upon the effectiveness of the 2017 Registration Statement. We terminated the Sales Agreement with Cantor Fitzgerald & Co. in May 2018.

In May 2018, we entered into an At Market Issuance Sales Agreement (the “Agreement”) with B. Riley FBR, Inc. (“BRFBR”) with respect to an at-the-market offering program under which we may offer and sell, from time to time at our sole discretion, up to 20 million shares of our common stock through BRFBR as our sales agent. The issuance and sale of the shares under the Agreement are made pursuant to our 2017 Registration Statement. In December 2018, we filed a prospectus supplement with the SEC in connection with the offer and sale of up to an additional 30 million shares from time to time pursuant to the Agreement. During the year ended December 31, 2019, no shares of our common stock were sold in at-the-market offerings under the Agreement.

On December 20, 2018, in connection of the Gilead Collaboration Agreement we also entered into the Stock Purchase Agreement (the “Gilead Stock Purchase Agreement”) with Gilead Sciences, Inc. (“Gilead”), pursuant to which Gilead purchased approximately 11.11 million shares of our common stock (the “Shares”) for an aggregate purchase price of $30.0 million, or $2.70 per Share. Gilead owned approximately 8.5% of the outstanding shares of our common stock after such purchase. Under the Stock Purchase Agreement, Gilead has agreed (i) not to dispose of any of the Shares for a period of 12 months, (ii) to certain standstill provisions that generally preclude it from acquiring more than 15% of our outstanding voting stock after taking into account the purchase of the Shares and (iii) to vote the Shares in accordance with the recommendations of our board of directors in connection with certain equity incentive plan or compensation matters for a period of 12 months. In the Gilead Stock Purchase Agreement, we agreed to register the Shares for resale under the Securities Act of 1933, and in October 2019 we filed a registration statement with the SEC accordingly.