View Filing Data

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
Document and Entity Information - USD ($) $ in Billions	Dec. 31, 2013	Feb. 19, 2014	Jun. 30, 2013
Document and Entity Information
Entity Registrant Name	Celldex Therapeutics, Inc.
Entity Central Index Key	0000744218
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 1.3
Entity Common Stock, Shares Outstanding		89,251,747
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
Current Assets:
Cash and Cash Equivalents	$ 169,402	$ 24,897
Marketable Securities	133,581	59,065
Accounts and Other Receivables	489	44
Prepaid and Other Current Assets	1,717	1,108
Total Current Assets	305,189	85,114
Property and Equipment, Net	9,973	7,205
Intangible Assets, Net	22,820	23,833
Other Assets	148	424
Goodwill	8,965	8,965
Total Assets	347,095	125,541
Current Liabilities:
Accounts Payable	2,243	745
Accrued Expenses	17,179	10,960
Current Portion of Long-Term Liabilities	928	388
Current Portion of Term Loan		5,592
Total Current Liabilities	20,350	17,685
Term Loan, less Current Portion		5,746
Other Long-Term Liabilities	6,950	6,336
Total Liabilities	27,300	29,767
Commitments and Contingent Liabilities (Notes 14 and 16)
Stockholders' Equity:
Convertible Preferred Stock, $.01 Par Value; 3,000,000 Shares Authorized; No Shares Issued and Outstanding at December 31, 2013 and 2012
Common Stock, $.001 Par Value; 297,000,000 Shares Authorized; 89,246,832 and 64,359,513 Shares Issued and Outstanding at December 31, 2013 and 2012, respectively	89	64
Additional Paid-In Capital	662,717	357,094
Accumulated Other Comprehensive Income	2,668	2,745
Accumulated Deficit	(345,679)	(264,129)
Total Stockholders' Equity	319,795	95,774
Total Liabilities and Stockholders' Equity	$ 347,095	$ 125,541

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2013	Dec. 31, 2012
CONSOLIDATED BALANCE SHEETS
Convertible Preferred Stock, Par Value (in dollars per share)	$ 0.01	$ 0.01
Convertible Preferred Stock, Shares Authorized	3,000,000	3,000,000
Convertible Preferred Stock, Shares Issued	0	0
Convertible Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized	297,000,000	297,000,000
Common Stock, Shares Issued	89,246,832	64,359,513
Common Stock, Shares Outstanding	89,246,832	64,359,513

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
REVENUE:
Product Development and Licensing Agreements	$ 160	$ 146	$ 110
Contracts and Grants	1,617	281	36
Product Royalties	2,334	10,775	9,119
Total Revenue	4,111	11,202	9,265
OPERATING EXPENSE:
Research and Development	67,401	47,398	32,439
Royalty	2,334	10,775	9,119
General and Administrative	14,805	10,016	9,193
Amortization of Acquired Intangible Assets	1,013	1,090	1,913
Total Operating Expense	85,553	69,279	52,664
Operating Loss	(81,442)	(58,077)	(43,399)
Investment and Other Income, Net	819	530	396
Interest Expense	(927)	(1,576)	(1,796)
Net Loss	$ (81,550)	$ (59,123)	$ (44,799)
Basic and Diluted Net Loss Per Common Share (Note 2) (in dollars per share)	$ (1.02)	$ (1.02)	$ (1.13)
Shares Used in Calculating Basic and Diluted Net Loss per Share (Note 2) (in shares)	79,777	57,713	39,501
COMPREHENSIVE LOSS:
Net Loss	$ (81,550)	$ (59,123)	$ (44,799)
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments	(3)	2	(9)
Unrealized (Loss) Gain on Marketable Securities	(74)	91	(90)
Comprehensive Loss	$ (81,627)	$ (59,030)	$ (44,898)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Balance at Dec. 31, 2010	$ 75,255	$ 32	$ 232,679	$ 2,751	$ (160,207)
Balance (in shares) at Dec. 31, 2010		32,055,382
Increase (Decrease) in Stockholders' Equity
Shares Issued under Stock Option and Employee Stock Purchase Plans	173		173
Shares Issued under Stock Option and Employee Stock Purchase Plans (in shares)		80,254
Shares Issued in Connection with Cantor Agreement	2,155	$ 1	2,154
Shares Issued in Connection with Cantor Agreement (in shares)		575,000
Shares Issued in Underwritten Offering	$ 33,695	$ 11	33,684
Shares Issued in Underwritten Offering (in shares)	11,500,000	11,500,000
Share-Based Compensation	$ 2,342		2,342
Foreign Currency Translation Adjustments	(9)			(9)
Unrealized Gains (Losses) on Marketable Securities	(90)			(90)
Net Loss	(44,799)				(44,799)
Balance at Dec. 31, 2011	68,722	$ 44	271,032	2,652	(205,006)
Balance (in shares) at Dec. 31, 2011		44,210,636
Increase (Decrease) in Stockholders' Equity
Shares Issued under Stock Option and Employee Stock Purchase Plans	163		163
Shares Issued under Stock Option and Employee Stock Purchase Plans (in shares)		70,587
Shares Issued in Connection with Cantor Agreement	40,138	$ 8	40,130
Shares Issued in Connection with Cantor Agreement (in shares)		8,003,290
Shares Issued in Underwritten Offering	$ 43,483	$ 12	43,471
Shares Issued in Underwritten Offering (in shares)	12,075,000	12,075,000
Share-Based Compensation	$ 2,298		2,298
Foreign Currency Translation Adjustments	2			2
Unrealized Gains (Losses) on Marketable Securities	91			91
Net Loss	(59,123)				(59,123)
Balance at Dec. 31, 2012	$ 95,774	$ 64	357,094	2,745	(264,129)
Balance (in shares) at Dec. 31, 2012	64,359,513	64,359,513
Increase (Decrease) in Stockholders' Equity
Shares Issued under Stock Option and Employee Stock Purchase Plans	$ 5,403	$ 1	5,402
Shares Issued under Stock Option and Employee Stock Purchase Plans (in shares)		840,228
Shares Issued in Connection with Cantor Agreement	17,134	$ 2	17,132
Shares Issued in Connection with Cantor Agreement (in shares)		2,433,608
Shares Issued in Underwritten Offering	$ 278,563	$ 22	278,541
Shares Issued in Underwritten Offering (in shares)	21,613,483	21,613,483
Share-Based Compensation	$ 4,548		4,548
Foreign Currency Translation Adjustments	(3)			(3)
Unrealized Gains (Losses) on Marketable Securities	(74)			(74)
Net Loss	(81,550)				(81,550)
Balance at Dec. 31, 2013	$ 319,795	$ 89	$ 662,717	$ 2,668	$ (345,679)
Balance (in shares) at Dec. 31, 2013	89,246,832	89,246,832

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash Flows From Operating Activities:
Net Loss	$ (81,550)	$ (59,123)	$ (44,799)
Adjustments to Reconcile Net Loss to Cash Used in Operating Activities:
Depreciation and Amortization	1,932	2,047	2,248
Amortization of Intangible Assets	1,013	1,090	1,913
Amortization and Premium of Marketable Securities	(1,366)	(660)	17
Realized (Gain) Loss on Sales and Maturities of Marketable Securities		(6)	5
Gain on Sale or Disposal of Assets	(21)	(74)	(58)
Stock-Based Compensation Expense	4,548	2,298	2,342
Non-Cash Interest Expense	97	226	307
Changes in Operating Assets and Liabilities:
Accounts and Other Receivables	(445)	126	154
Prepaid and Other Current Assets	(706)	33	241
Other Assets	276	(95)	34
Accounts Payable and Accrued Expenses	7,236	3,762	2,076
Other Liabilities	1,317	594	(138)
Net Cash Used in Operating Activities	(67,669)	(49,782)	(35,658)
Cash Flows From Investing Activities:
Sales and Maturities of Marketable Securities	38,894	52,360	51,003
Purchases of Marketable Securities	(112,118)	(69,255)	(52,717)
Acquisition of Property and Equipment	(4,219)	(303)	(509)
Proceeds from Sale or Disposal of Assets	21	218	68
Net Cash Used in Investing Activities	(77,422)	(16,980)	(2,155)
Cash Flows From Financing Activities:
Net Proceeds from Stock Issuances	295,697	83,784	36,023
Proceeds from Issuance of Stock from Employee Benefit Plans	5,403
(Payments) Issuance of Term Loan	(11,029)	(3,971)	5,000
Payment of Convertible Subordinated Debt			(12,503)
Payment of Other Liabilities	(472)	(55)	(86)
Net Cash Provided by Financing Activities	289,599	79,758	28,434
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(3)	2	(9)
Net Increase (Decrease) in Cash and Cash Equivalents	144,505	12,998	(9,388)
Cash and Cash Equivalents at Beginning of Period	24,897	11,899	21,287
Cash and Cash Equivalents at End of Period	169,402	24,897	11,899
Supplemental Disclosure of Cash Flow Information
Cash Paid for Interest	$ 1,209	$ 1,384	$ 1,560

NATURE OF BUSINESS AND OVERVIEW	12 Months Ended
NATURE OF BUSINESS AND OVERVIEW	Dec. 31, 2013
NATURE OF BUSINESS AND OVERVIEW
NATURE OF BUSINESS AND OVERVIEW	(1) NATURE OF BUSINESS AND OVERVIEW Celldex Therapeutics, Inc. (the "Company" or "Celldex") is a biopharmaceutical company focused on the development and commercialization of several immunotherapy technologies for the treatment of cancer and other difficult-to-treat diseases. The Company's lead drug candidates include rindopepimut (also referred to as CDX-110) and glembatumumab vedotin (also referred to as CDX-011). Rindopepimut is a targeted immunotherapeutic in a pivotal Phase 3 study for the treatment of front-line glioblastoma and a Phase 2 study for the treatment of recurrent glioblastoma. Glembatumumab vedotin is an antibody-drug conjugate in a randomized study in patients with triple negative breast cancer that over-express gpNMB designed to obtain accelerated approval. The Company has a number of earlier stage candidates in clinical development, including varlilumab (also referred to as CDX-1127), a fully human therapeutic monoclonal antibody in a Phase 1 study for cancer indications, CDX-301, an immune cell mobilizing agent and dendritic cell growth factor and CDX-1401, a targeted immunotherapeutic aimed at antigen presenting cells for cancer indications. At December 31, 2013, the Company had cash, cash equivalents and marketable securities of $303.0 million. The Company incurred a loss of $81.6 million for the year ended December 31, 2013. Net cash used in operations for the year ended December 31, 2013 was $67.7 million. The Company believes that the cash, cash equivalents and marketable securities at December 31, 2013 will be sufficient to meet estimated working capital requirements and fund planned operations for at least the next twelve months. During the next twelve months, the Company may take further steps to raise additional capital to meet its long-term liquidity needs. These capital raising activities may include, but may not be limited to, one or more of the following: the licensing of technology programs with existing or new collaborative partners, possible business combinations, issuance of debt, or the issuance of common stock or other securities via private placements or public offerings. While the Company continues to seek capital through a number of means, there can be no assurance that additional financing will be available on acceptable terms, if at all, and the Company's negotiating position in capital-raising efforts may worsen as existing resources are used. There is also no assurance that the Company will be able to enter into further collaborative relationships. Additional equity financings may be dilutive to the Company's stockholders; debt financing, if available, may involve significant cash payment obligations and covenants that restrict the Company's ability to operate as a business; and licensing or strategic collaborations may result in royalties or other terms which reduce the Company's economic potential from products under development.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements reflect the operations of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. The Company operates in one segment, which is the business of development, manufacturing and commercialization of novel therapeutics for human health care.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity date of 90 days or less at the date of purchase to be cash equivalents. Cash equivalents consist principally of money market funds and debt securities.

Marketable Securities

The Company invests its excess cash balances in marketable securities including municipal bond securities, U.S. government agency securities, and high-grade corporate bonds. The Company classifies all of its marketable securities as current assets on the consolidated balance sheets because they are available-for-sale and available to fund current operations. Marketable securities are stated at fair value with their unrealized gains and losses included as a component of accumulated other comprehensive income (loss), which is a separate component of stockholders' equity, until such gains and losses are realized. If a decline in the fair value is considered other-than-temporary, based on available evidence, the unrealized loss is transferred from other comprehensive income (loss) to the consolidated statements of operations. Realized gains and losses are determined on the specific identification method and are included in investment and other income, net.

Concentration of Credit Risk and of Significant Customers and Suppliers

Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents, marketable securities and accounts receivable. The Company invests its cash, cash equivalents and marketable securities in debt instruments and interest bearing accounts at major financial institutions in excess of insured limits. The Company mitigates credit risk by limiting the investment type and maturity to securities that preserve capital, maintain liquidity and have a high credit quality. The Company has not historically experienced credit losses from its accounts receivable and therefore has not established an allowance for doubtful accounts.

Revenue from Glaxo represented 57%, 96% and 98% for the years ended December 31, 2013, 2012 and 2011 and of total Company revenue, respectively.

The Company relies on contract manufacturing organizations (CMO) to manufacture drug substance and drug product for its late-stage clinical studies of rindopepimut and glembatumumab vedotin as well as for future commercial supplies. The Company also relies on CMOs for supply of raw materials as well as filling, packaging, storage and shipping of drug product. These clinical studies would be adversely affected by a significant interruption in the supply of rindopepimut and glembatumumab vedotin.

Fair Value Measurements

The Company has certain assets and liabilities that are measured at fair value in the financial statements. The Company seeks to maximize the use of observable inputs (market data obtained from sources independent from the Company) and to minimize the use of unobservable inputs (the Company's assumptions about how market participants would price assets and liabilities) when measuring the fair value of its assets and liabilities. These assets and liabilities are classified into one of three levels of the following fair value hierarchy as defined by U.S. GAAP:

        Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

        Level 2: Observable inputs other than Level 1 prices, such as quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

        Level 3: Unobservable inputs based on the Company's assessment of the assumptions that market participants would use in pricing the asset or liability.

Property and Equipment

Property and equipment is stated at cost and depreciated over the estimated useful lives of the related assets using the straight-line method. Laboratory equipment and office furniture and equipment are depreciated over five years and computer equipment is depreciated over three years. Manufacturing equipment is amortized over seven to ten years. Leasehold improvements are amortized over the shorter of the estimated useful life or the non-cancelable term of the related lease, including any renewals that are reasonably assured of occurring. Property and equipment under construction is classified as construction in progress and is depreciated or amortized only after the asset is placed in service. Expenditures for maintenance and repairs are charged to expense whereas the costs of significant improvements which extend the life of the underlying asset are capitalized. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are eliminated and any resulting gain or loss is reflected in the Company's consolidated statements of operations and comprehensive loss.

The treatment of costs to construct property and equipment depends on the nature of the costs and the stage of construction. Costs incurred in the project planning, design, construction and installation phases are capitalized as part of the cost of the asset. The Company stops capitalizing these costs when the asset is substantially complete and ready for its intended use. For manufacturing property and equipment, the Company also capitalizes the cost of validating these assets for the underlying manufacturing process. The Company completes the capitalization of validation costs when the asset is substantially complete and ready for its intended use. Costs capitalized include incremental labor and fringe benefits, and direct consultancy services.

Business Combinations

The Company records the fair value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. The Company assesses the fair value of assets, including intangible assets such as in-process research and development (IPR&D), using a variety of methods including present value models. Each asset is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of IPR&D assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant's assumptions regarding the probability of completing IPR&D projects, which would require obtaining regulatory approval for marketing of the associated drug candidate; a market participant's estimates regarding the timing of and the expected costs to complete IPR&D projects; a market participant's estimates of future cash flows from potential product sales; and the appropriate discount rates for a market participant. Transaction costs and restructuring costs associated with the transaction are expensed as incurred.

In connection with the acquisition of CuraGen Corporation ("CuraGen") in October 2009, the Company assumed CuraGen's $12.5 million in 4% convertible subordinated debt due February 15, 2011 (the "Convertible Subordinated Debt"). In February 2011, the Company paid $12.8 million and satisfied all the outstanding principal and accrued interest related to the Convertible Subordinated Debt.

Intangible Assets

IPR&D assets acquired in a business combination initially are recorded at fair value and accounted for as indefinite-lived intangible assets. These assets are maintained on the Company's consolidated balance sheets until either the project underlying them is completed or the assets become impaired. If a project is completed, the carrying value of the related intangible asset is amortized over the remaining estimated life of the asset beginning in the period in which the project is completed. If a project becomes impaired or is abandoned, the carrying value of the related intangible asset is written down to its fair value and an impairment charge is taken in the period in which the impairment occurs.

In January 2013, the Company adopted a new U.S. GAAP accounting standard which amended guidance applicable to annual impairment tests of indefinite-lived intangible assets. The amended guidance added an optional qualitative assessment for determining whether an indefinite-lived intangible asset is impaired. Prior to this guidance, companies were required to perform an annual impairment test that included a calculation of the fair value of the asset and a comparison of that fair value with its carrying value. If the carrying value exceeded the fair value, an impairment was recorded. The amended guidance allows a company the option to perform a qualitative assessment, considering both negative and positive evidence, regarding the potential impairment of the indefinite-lived intangible asset. If, based on the qualitative analysis, the company determines that it is more likely than not that the fair value of such an asset exceeds its carrying value, the company would be permitted to conclude that the indefinite-lived intangible asset was not impaired without a quantitative calculation of the fair value of the asset. Otherwise, the company would perform the quantitative calculation of the fair value and the comparison with the carrying value. The Company's adoption of this new standard did not have a material effect on its operating results or financial position.

IPR&D assets are tested for impairment on an annual basis during the third quarter, or earlier if impairment indicators are present. As part of the annual impairment test of the IPR&D assets as of July 1, 2013, the Company bypassed the optional qualitative assessment and performed a calculation of the fair value of the asset. The Company concluded that the IPR&D assets were not impaired.

Intangible assets acquired in a business combination with a finite life are recorded at fair value and amortized over the greater of economic consumption or on a straight-line basis over their estimated useful life.

Goodwill

The difference between the purchase price and the fair value of assets acquired and liabilities assumed in a business combination is allocated to goodwill. Goodwill is evaluated for impairment on an annual basis during the third quarter, or earlier if impairment indicators are present. The Company has the option to assess qualitative factors to determine if it is more likely than not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under U.S. GAAP. As part of its annual impairment test of the goodwill asset as of July 1, 2013, the Company bypassed the optional qualitative assessment and performed the two-step impairment test. The Company concluded that the goodwill asset was not impaired.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets, including property and equipment, and intangible assets when circumstances indicate that an event of impairment may have occurred. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their estimated fair values.

Revenue Recognition

The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the seller's price to the buyer is fixed or determinable; and collectability is reasonably assured.

The Company has entered into and in the future may enter into biopharmaceutical product development agreements with collaborative partners for the research and development of therapeutic drug products. The terms of the agreements may include nonrefundable signing and licensing fees, funding for research, development and manufacturing, milestone payments and royalties on any product sales derived from collaborations. These multiple element arrangements are analyzed to determine whether the deliverables can be separated or whether they must be accounted for as a single unit of accounting. In accounting for these transactions, the Company allocates revenue to the various elements based on their relative fair value. The fair value of a revenue generating element can be based on current selling prices offered by the Company or another party for current products or the Company's best estimate of a selling price for future products. Revenue allocated to an individual element is recognized when all other revenue recognition criteria are met for that element.

These collaborative and other agreements may contain milestone payments. Revenues from milestones, if they are considered substantive, are recognized upon successful accomplishment of the milestones. Determining whether a milestone is substantive involves judgment, including an assessment of the Company's involvement in achieving the milestones and whether the amount of the payment is commensurate to the Company's performance. If not considered substantive, milestones are initially deferred and recognized over the remaining performance obligation.

Payments received to fund certain research activities are recognized as revenue in the period in which the research activities are performed. Revenue from contracts and grants is recognized as the services are performed and recorded as effort is expended on the contracted work and billed to the government or the Company's contractual partner. Payments received in advance that are related to future performance are deferred and recognized as revenue when the research projects are performed.

Product royalty revenue consists of payments received from licensees for a portion of sales proceeds from products that utilize the Company's licensed technologies and are recognized when the amount of and basis for such royalty payments are reported to the Company in accurate and appropriate form and in accordance with the related license agreement.

Research and Development Expenses

Research and development costs, including internal and contract research costs, are expensed as incurred. Research and development expenses consist mainly of clinical trial costs, manufacturing of clinical material, toxicology and other studies, personnel costs, depreciation, license fees and funding of outside research.

Clinical trial expenses include expenses associated with clinical research organizations (CRO). The invoicing from CROs for services rendered can lag several months. We accrue the cost of services rendered in connection with CRO activities based on our estimate of site management, monitoring costs, and project management costs. We maintain regular communication with our CROs to gauge the reasonableness of our estimates. Differences between actual clinical trial expenses and estimated clinical trial expenses recorded have not been material and are adjusted for in the period in which they become known.

Patent Costs

Patent costs are expensed as incurred. Certain patent costs are reimbursed by the Company's product development and licensing partners. Any reimbursed patent costs are recorded as product development and licensing agreement revenues in the Company's financial statements.

Stock-Based Compensation

The Company records stock-based compensation expense for all stock-based awards made to employees and directors based on the estimated fair values of the stock-based awards expected to vest at the grant date and is adjusted, if necessary, to reflect actual forfeitures. Compensation expense for all stock-based awards to employees and directors is recognized using the straight-line method over the term of vesting or performance.

The Company records stock-based compensation expense for stock options granted to non-employees based on the fair value of the stock options which is re-measured over the vesting term resulting in periodic adjustments to stock-based compensation expense.

Foreign Currency Translation

Net unrealized gains and losses resulting from foreign currency translation are included in other comprehensive income (loss). At December 31, 2013 and December 31, 2012, accumulated other comprehensive income includes a net unrealized gain related to foreign currency translation of $2.6 million. In 2011, the Company's foreign subsidiary voluntarily liquidated in order to consolidate the Company's foreign operations into Celldex Therapeutics, Inc.

Income Taxes

The Company uses the asset and liability method to account for income taxes, including the recognition of deferred tax assets and deferred tax liabilities for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax basis. Quarterly, the Company reviews its deferred tax assets for recovery. A valuation allowance is established when the Company believes that it is more likely than not that its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company's tax provision in the period of change.

The Company records uncertain tax positions in the financial statements only if it is more likely than not that the uncertain tax position will be sustained upon examination by the taxing authorities. The Company records interest and penalties related to uncertain tax positions in income tax expense.

Comprehensive Loss

Comprehensive loss is comprised of net loss and certain changes in stockholders' equity that are excluded from net loss. The Company includes foreign currency translation adjustments and unrealized gains and losses on marketable securities in other comprehensive loss. The consolidated statements of operations and comprehensive loss reflect total comprehensive loss for the years ended December 31, 2013, 2012 and 2011.

In January 2013, the Company adopted a new U.S. GAAP accounting standard which requires the Company to separately disclose, on a prospective basis, the change in each component of other comprehensive income (loss) relating to reclassification adjustments and current period other comprehensive income (loss). As the new guidance relates to presentation only, the adoption did not have a material impact on the Company's results of operations or financial position.

Net Loss Per Share

Basic net loss per common share is based upon the weighted-average number of common shares outstanding during the period, excluding restricted stock that has been issued but is not yet vested. Diluted net loss per common share is based upon the weighted-average number of common shares outstanding during the period plus additional weighted-average potentially dilutive common shares outstanding during the period when the effect is dilutive. The potentially dilutive common shares that have not been included in the net loss per common share calculations because the effect would have been anti-dilutive are as follows:

	Year Ended December 31,

	2013		2012		2011
Stock options		5,770,544		5,349,810		4,459,034
Restricted stock		6,000		6,000		6,000


		5,776,544		5,355,810		4,465,034

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company's financial position or results of operations upon adoption.

COMPREHENSIVE LOSS

12 Months Ended

Dec. 31, 2013

COMPREHENSIVE LOSS

COMPREHENSIVE LOSS

(3) COMPREHENSIVE LOSS

The changes in accumulated other comprehensive income (loss) by component for the year ended December 31, 2013 are summarized below. No amounts were reclassified out of accumulated other comprehensive income during the years ended December 31, 2013, 2012 and 2011.

	Unrealized Gain (Loss) on Marketable Securities, net of tax			Foreign Currency Items			Total

	(In thousands)
Balance at December 31, 2012	$	156		$	2,589		$	2,745
Other comprehensive income (loss) before reclassifications		(74	)		(3	)		(77	)
Amounts reclassified from other comprehensive income		—			—			—


Net current-period other comprehensive income		(74	)		(3	)		(77	)


Balance at December 31, 2013	$	82		$	2,586		$	2,668

- Definition

The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e689-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=28358780&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e640-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e716-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e709-108580

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e637-108580

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e681-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Reclassification Adjustments
-URI http://asc.fasb.org/extlink&oid=6522872

+ Details

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2013

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

(4) FAIR VALUE MEASUREMENTS

The following tables set forth the Company's financial assets subject to fair value measurements:

	As of December 31, 2013			Level 2

	(In thousands)
Money market funds and cash equivalents	$	148,549	—	$	148,549	—
Marketable securities	$	133,581	—	$	133,581	—


	$	282,130	—	$	282,130	—

	As of December 31, 2012		Level 1		Level 2

	(In thousands)
Money market funds and cash equivalents	$	18,688	$	18,688		—	—
Marketable securities	$	59,065		—	$	59,065	—


	$	77,753	$	18,688	$	59,065	—

There have been no transfers of assets or liabilities between the fair value measurement classifications. The Company's financial instruments consist mainly of cash and cash equivalents, marketable securities, short-term accounts receivable and accounts payable. The Company values its marketable securities utilizing independent pricing services which normally derive security prices from recently reported trades for identical or similar securities, making adjustments based on significant observable transactions. At each balance sheet date, observable market inputs may include trade information, broker or dealer quotes, bids, offers or a combination of these data sources. Short-term accounts receivable and accounts payable are reflected in the accompanying consolidated financial statements at cost, which approximates fair value due to the short-term nature of these instruments.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

MARKETABLE SECURITIES

12 Months Ended

Dec. 31, 2013

MARKETABLE SECURITIES

MARKETABLE SECURITIES

(5) MARKETABLE SECURITIES

A summary of marketable securities is shown below:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

	(In thousands)
December 31, 2013
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	55,531	$	27	$	(4	)	$	55,554
Maturing after one year through three years		18,234		56		(4	)		18,286


Total U.S. government and municipal obligations	$	73,765	$	83	$	(8	)	$	73,840


Corporate debt securities
Maturing in one year or less	$	38,973	$	9	$	(9	)	$	38,973
Maturing after one year through three years		20,761		12		(5	)		20,768


Total corporate debt securities	$	59,734	$	21	$	(14	)	$	59,741


Total marketable securities	$	133,499	$	104	$	(22	)	$	133,581

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

	(In thousands)
December 31, 2012
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	15,566	$	28	$	—		$	15,594
Maturing after one year through three years		19,797		99		(1	)		19,895


Total U.S. government and municipal obligations	$	35,363	$	127	$	(1	)	$	35,489


Corporate debt securities
Maturing in one year or less	$	17,353	$	23	$	(4	)	$	17,372
Maturing after one year through three years		6,193		14		(3	)		6,204


Total corporate debt securities	$	23,546	$	37	$	(7	)	$	23,576


Total marketable securities	$	58,909	$	164	$	(8	)	$	59,065

The marketable securities held by the Company were high investment grade and there were no marketable securities that the Company considered to be other-than-temporarily impaired as of December 31, 2013.

- Definition

The entire disclosure for investments in certain debt and equity securities.

+ References + Details

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2013

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET

(6) PROPERTY AND EQUIPMENT, NET

Property and equipment include the following:

	December 31, 2013			December 31, 2012

	(In thousands)
Laboratory Equipment	$	3,699		$	3,164
Manufacturing Equipment		2,130			2,055
Office Furniture and Equipment		1,386			1,264
Leasehold Improvements		14,493			12,932
Construction in Progress		257			115


Total Property and Equipment		21,965			19,530
Less Accumulated Depreciation and Amortization		(11,992	)		(12,325	)


	$	9,973		$	7,205

Depreciation and amortization expense related to property and equipment was $1.9 million, $2.0 million and $2.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

INTANGIBLE ASSETS AND GOODWILL

12 Months Ended

Dec. 31, 2013

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL

(7) INTANGIBLE ASSETS AND GOODWILL

Intangible assets, net of accumulated amortization, and goodwill are as follows:

	December 31, 2013								December 31, 2012

	Estimated Life	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
		(In thousands)
Intangible Assets:
IPR&D	Indefinite	$	11,800	$	—		$	11,800	$	11,800	$	—		$	11,800
Amgen Amendment	16 years		14,500		(3,812	)		10,688		14,500		(2,915	)		11,585
Core Technology	11 years		1,296		(964	)		332		1,296		(848	)		448


Total Intangible Assets		$	27,596	$	(4,776	)	$	22,820	$	27,596	$	(3,763	)	$	23,833


Goodwill	Indefinite	$	8,965	$	—		$	8,965	$	8,965	$	—		$	8,965

The IPR&D intangible asset was recorded in connection with the acquisition of CuraGen and relates to the development of glembatumumab vedotin. At the date of acquisition and at December 31, 2013, glembatumumab vedotin had not yet reached technological feasibility nor did it have any alternative future use. Glembatumumab vedotin is in a randomized, accelerated approval study in patients with triple negative breast cancer that over-express gpNMB.

Amortization expense for intangible assets was $1.0 million, $1.1 million and $1.9 million for the years ended December 31, 2013, 2012 and 2011, respectively. The estimated future amortization expense of intangible assets for the years ended December 31, 2014, 2015, 2016, 2017 and 2018 is $1.0 million, $1.0 million, $1.0 million, $0.9 million and $0.9 million, respectively.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2013

ACCRUED EXPENSES

ACCRUED EXPENSES

(8) ACCRUED EXPENSES

Accrued expenses include the following:

	December 31, 2013		December 31, 2012

	(In thousands)
Accrued Royalty and License Fees	$	250	$	1,776
Accrued Payroll and Employee Benefits		3,515		925
Accrued Research and Development Contract Costs		11,840		7,569
Accrued Professional Fees		556		317
Other Accrued Expenses		1,018		373


	$	17,179	$	10,960

OTHER LONG-TERM LIABILITIES

12 Months Ended

Dec. 31, 2013

OTHER LONG-TERM LIABILITIES

OTHER LONG-TERM LIABILITIES

(9) OTHER LONG-TERM LIABILITIES

Other long-term liabilities include the following:

	December 31, 2013			December 31, 2012

	(In thousands)
Deferred Rent	$	419		$	434
Net Deferred Tax Liability related to IPR&D		4,661			4,661
Deferred Income from Sale of Tax Benefits		1,630			1,118
Deferred Revenue		1,168			—
Loan Payable		—			472
Other		—			39


Total		7,878			6,724
Less Current Portion		(928	)		(388	)


Long-Term Portion	$	6,950		$	6,336

In January 2013, 2012 and 2011, the Company received approval from the New Jersey Economic Development Authority and agreed to sell New Jersey tax benefits worth $0.8 million, $0.8 million and $0.6 million to an independent third party for $0.8 million, $0.7 million and $0.5 million, respectively. Under the agreement, the Company must maintain a base of operations in New Jersey for five years or the tax benefits must be paid back on a pro-rata basis based on the number of years completed. During the years ended December 31, 2013 and 2012, the Company recorded $0.2 million and $0.1 million to other income related to the sale of these tax benefits, respectively.

In September 2013, the Company entered into an agreement with Rockefeller University pursuant to which the Company will perform research and development services for Rockefeller. The agreement includes an approved project plan for the development services of $4.8 million and a term of three years. The agreement included an upfront payment of $1.3 million which is being recognized as revenue over the term of the agreement. The Company will bill Rockefeller quarterly for actual time and direct costs incurred and record those amounts to revenue in the quarter the services are performed. The Company recorded $1.4 million in revenue related to the Rockefeller agreement during the year ended December 31, 2013.

TERM LOAN	12 Months Ended
TERM LOAN	Dec. 31, 2013
TERM LOAN
TERM LOAN	(10) TERM LOAN In December 2010, the Company entered into a loan and security agreement with MidCap Financial, LLC pursuant to which the Company borrowed $10.0 million under a term loan from MidCap. In March 2011, the Company amended the loan agreement and borrowed an additional $5.0 million from General Electric Capital Corporation to increase the amount owed under the term loan to $15.0 million. In March 2012, the Company amended the loan agreement to extend the maturity date from December 2013 to December 2014. In May 2013, the Company elected to prepay the outstanding principal under the term loan in full, pursuant to the terms of its loan agreement, as amended, and paid $8.8 million in principal and $0.7 million in interest, prepayment and final payment fees. The Company's obligations under the loan agreement had been collateralized by a first priority security interest in substantially all of its assets, other than its intellectual property. In connection with the repayment of the term loan and the termination of the loan agreement, those security interests were released. Interest expense on the term loan was $0.8 million, $1.5 million and $1.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.

STOCKHOLDERS' EQUITY	12 Months Ended
STOCKHOLDERS' EQUITY	Dec. 31, 2013
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	(11) STOCKHOLDERS' EQUITY Common Stock In April 2010, the Company filed a shelf registration statement with the Securities and Exchange Commission to register for sale any combination of the types of securities described in the shelf registration statement up to a dollar amount of $150 million. The shelf registration went effective on April 22, 2010. In December 2012, the Company filed a new shelf registration statement with the Securities and Exchange Commission to register for sale any combination of the types of securities described in the new shelf registration statement up to a dollar amount of $200 million. The new shelf registration went effective on January 16, 2013. In December 2013, the Company filed a new automatic shelf registration statement. During the years ended December 31, 2013, 2012 and 2011, Company issued 21,613,483, 12,075,000 and 11,500,000 shares of its common stock in underwritten public offerings resulting in net proceeds to the Company of $278.6 million, $43.5 million and $33.7 million, after deducting underwriting fees and offering expenses, respectively. During the years ended December 31, 2013, 2012 and 2011, Company issued 2,433,608, 8,003,290 and 575,000 shares of its common stock under our controlled equity offering sales agreement with Cantor Fitzgerald & Co., as amended, resulting in net proceeds to the Company of $17.1 million, $40.1 million and $2.2 million, after deducting commission and offering expenses, respectively. Convertible Preferred Stock At December 31, 2013, the Company had authorized 3,000,000 shares of preferred stock all of which have been designated Class C Preferred Stock including 350,000 shares which have been designated Series C-1 Junior Participating Cumulative Preferred Stock (the "Series C-1 Preferred Stock"). Shareholder Rights Plan The Company's Board has adopted a Shareholder Rights Plan, as set forth in the Shareholder Rights Agreement, as amended, between the Company and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agreement"). Pursuant to the terms of the Rights Agreement, the Board declared a dividend distribution of one Preferred Stock Purchase Right (a "Right") for each outstanding share of the Company's common stock. Each Right, which expires in November 2014, entitles their holder to purchase from the Company one ten-thousandth of a share (a "Unit") of Series C-1 Preferred Stock at a cash exercise price of $35.00 per Unit, subject to adjustment. The Rights will trade separately from the common stock and will become exercisable only when a person or group has acquired 15% or more of the outstanding common stock or upon the commencement by a person or group of a tender offer that would result in such person or group acquiring 15% or more of the outstanding common stock other than as a result of repurchases of stock by the Company or certain inadvertent actions by a shareholder. In the event a person or group acquires 15% or more of the outstanding common stock each holder of a Right (except for any such person or group) would be entitled to receive upon exercise sufficient Units of Series C-1 Preferred Stock to equal a value of two times the exercise price of the Right. In the event the Company is acquired in a merger or other business combination transaction or if 50% or more of the Company's assets or earning power is sold, each holder of a Right (except for any such person or group described above) would receive upon exercise common stock of the acquiring company with a value equal to two times the exercise price of the Right.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph d
-Article 4

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

+ Details

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2013

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

(12) STOCK-BASED COMPENSATION

The Company has the following stock-based compensation plans: the 2004 Employee Stock Purchase Plan (the "2004 ESPP Plan"), the 2008 Stock Option and Incentive Plan (the "2008 Plan"), Celldex Research's 2005 Equity Incentive Plan (the "Celldex Research 2005 Plan") and CuraGen 2007 Stock Plan (the "CuraGen 2007 Plan"). There are no shares available for future grant under the Celldex Research 2005 Plan and CuraGen 2007 Plan.

Employee Stock Purchase Plan

At December 31, 2013, a total of 200,000 shares of common stock are reserved for issuance under the 2004 ESPP Plan. Under the 2004 ESPP Plan, each participating employee may purchase shares of common stock through payroll deductions at a purchase price equal to 85% of the lower of the fair market value of the common stock at either the beginning of the offering period or the applicable exercise date. During the years ended December 31, 2013 and 2012, the Company issued 11,823 and 5,935 shares under the 2004 ESPP Plan, respectively. At December 31, 2013, 164,124 shares were available for issuance under the 2004 ESPP Plan.

Employee Stock Option and Incentive Plan

The 2008 Plan permits the granting of incentive stock options (intended to qualify as such under Section 422A of the Internal Revenue Code of 1986, as amended), non-qualified stock options, stock appreciation rights, performance share units, restricted stock and other awards of restricted stock in lieu of cash bonuses to employees, consultants and non-employee directors.

At December 31, 2013, the 2008 Plan allowed for a maximum of 7,400,000 shares of common stock to be issued for grants of Stock Options and other Awards made prior to March 7, 2018 and grants of Incentive Stock Options made prior to October 20, 2017. The Company's board of directors determines the term of each option, option price, and number of shares for which each option is granted and the rate at which each option vests. Options generally vest over a period not to exceed four years. The term of each option cannot exceed ten years (five years for options granted to holders of more than 10% of the voting stock of the Company) and the exercise price of stock options cannot be less than the fair market value of the common stock at the date of grant (110% of fair market value for incentive stock options granted to holders of more than 10% of the voting stock of the Company). Vesting of all employee and non-employee director stock option awards is accelerated upon a change in control as defined in the 2008 Plan.

A summary of stock option activity for the year ended December 31, 2013 is as follows:

			Weighted Average Exercise Price Per Share

Options Outstanding at December 31, 2012	5,349,810		$	5.98	7.0
Granted	1,252,000		$	16.44
Exercised	(816,405	)	$	6.53
Canceled	(14,861	)	$	6.97


Options Outstanding at December 31, 2013	5,770,544		$	8.17	7.0




Options Vested and Expected to Vest at December 31, 2013	5,712,596		$	8.12	7.0
Options Exercisable at December 31, 2013	3,297,190		$	6.30	5.6
Shares Available for Grant under the 2008 Plan	2,102,942

The total intrinsic value of stock options exercised during the years ended December 31, 2013, 2012 and 2011 was $10.0 million, $0.2 million and $0.03 million, respectively. The weighted average grant-date fair value of stock options granted during the years ended December 31, 2013, 2012 and 2011 was $10.51, $3.67 and $1.83, respectively. The total fair value of stock options vested during the years ended December 31, 2013, 2012 and 2011 was $2.4 million, $2.1 million and $2.6 million, respectively.

The aggregate intrinsic value of stock options outstanding at December 31, 2013 was $92.6 million. The aggregate intrinsic value of stock options vested and expected to vest at December 31, 2013 was $91.9 million. As of December 31, 2013, total compensation cost related to non-vested employee and non-employee director stock options not yet recognized was approximately $14.4 million, net of estimated forfeitures, which is expected to be recognized as expense over a weighted average period of 2.8 years.

Restricted Stock

A summary of restricted stock activity under the 2008 Plan for the year ended December 31, 2013 is as follows:

			Weighted Average Grant Date Fair Value (per share)

Outstanding and unvested at December 31, 2012	6,000		$	4.50
Granted	12,000		$	15.20
Vested	(12,000	)	$	9.85
Canceled	—			—


Outstanding and unvested at December 31, 2013	6,000		$	15.20

Valuation and Expenses Information

Stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011 was recorded as follows:

	2013		2012		2011

	(In thousands)
Research and development	$	2,640	$	1,415	$	1,412
General and administrative		1,908		883		930


Total stock-based compensation expense	$	4,548	$	2,298	$	2,342

The fair values of employee stock options granted during the years ended December 31, 2013, 2012 and 2011 were valued using the Black-Scholes option-pricing model with the following assumptions:

	Year Ended December 31, 2013	Year Ended December 31, 2012	Year Ended December 31, 2011

Expected stock price volatility	71 - 72%	70 - 72%	68 - 70%
Expected option term	6.0 Years	6.0 Years	6.0 Years
Risk-free interest rate	1.2 - 2.1%	0.9 - 1.4%	1.4 - 2.9%
Expected dividend yield	None	None	None

The Company estimates expected term based on historical exercise patterns. The Company uses its historical stock price volatility consistent with the expected term of grant as the basis for its expected volatility assumption. The risk-free interest rate is based upon the yield of U.S. Treasury securities consistent with the expected term of the option. The dividend yield assumption is based on the Company's history of zero dividend payouts and expectation that no dividends will be paid in the foreseeable future.

REVENUE	12 Months Ended
REVENUE	Dec. 31, 2013
REVENUE
REVENUE	(13) REVENUE In 1997, the Company licensed its oral rotavirus strain to GlaxoSmithKline plc (Glaxo) and Glaxo assumed responsibility for all subsequent clinical trials and all other development activities. The Company's licensed-in the rotavirus strain that was used to develop Glaxo's Rotarix rotavirus vaccine in 1995 and owed a license fee of 30% to Cincinnati Children's Hospital Medical Center (CCH) on net royalties received from Glaxo. In May 2005, the Company entered into an agreement whereby an affiliate of Paul Royalty Fund II, L.P. (PRF) purchased a 70% interest in the net royalties the Company received on worldwide sales of Rotarix. In December 2012, the Glaxo agreement expired automatically upon the expiration of the last relevant patent right covered by the Glaxo agreement. The Company's retained interests in Rotarix net royalties which were not sold to PRF are recorded as product royalty revenue and a corresponding amount that is payable to CCH is recorded as royalty expense. Product royalty revenue and royalty expense related to the Company's retained interest in Rotarix was $2.3 million, $10.8 million and $9.1 million for the years ended December 31, 2013, 2012 and 2011, respectively.

COLLABORATION AGREEMENTS	12 Months Ended
COLLABORATION AGREEMENTS	Dec. 31, 2013
COLLABORATION AGREEMENTS
COLLABORATION AGREEMENTS	(14) COLLABORATION AGREEMENTS The Company has entered into license agreements whereby the Company has received licenses or options to license technology, specified patents or patent applications. The Company's licensing and development collaboration agreements generally provide for royalty payments equal to specified percentages of product sales, annual license maintenance fees, continuing patent prosecution costs and potential future milestone payments to third parties upon the achievement of certain developmental, regulatory and/or commercial milestones. Nonrefundable license fee expense was $0.7 million, $0.7 million and $1.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. Medarex, Inc., a subsidiary of Bristol-Myers Squibb (Medarex) The Company and Medarex have entered into an assignment and license agreement, as amended, that provides for the assignment of certain patent and other intellectual property rights and a license to certain Medarex technology related to the Company's APC Targeting Technology™ and an anti-mannose receptor product. Under the terms of the agreement, the Company may be required to pay royalties in the low-single digits on any net product sale of a Licensed Royalty-Bearing Product or Anti-Mannose Product to Medarex until the later of (i) the expiration of the last to expire applicable patent and (ii) the tenth anniversary of the first commercial sale of such licensed product. The Company and Medarex have also entered into a research and commercialization agreement, as amended, that provides the Company with certain rights to obtain exclusive commercial licenses to proprietary monoclonal antibodies raised against certain antigens utilizing the Medarex UltiMAb technology platform for generating antibodies until December 2015. Under the terms of the agreement, the Company may be required to pay milestones of up to $7.0 million upon obtaining first approval for commercial sale in a first indication of a product containing a licensed antibody and royalty payments in the low-to-mid single digits on any net product sales to Medarex with respect to the development of any products containing such licensed antibodies until the later of (i) the expiration of the last to expire applicable patent and (ii) the tenth anniversary of the first commercial sale of such licensed product. In September 2010, the Company exercised an option under the agreement, whereby it licensed from Medarex access to the UltiMab technology to develop and commercialize human antibodies to CD27, including varlilumab. Rockefeller University (Rockefeller) In November 2005, the Company and Rockefeller entered into a license agreement for the exclusive worldwide rights to human DEC-205 receptor, with the right to sublicense the technology. The license grant is exclusive except that Rockefeller may use and permit other nonprofit organizations to use the human DEC-205 receptor patent rights for educational and research purposes. The Company may be required to pay milestones of up to $3.9 million upon obtaining first approval for commercial sale in a first indication of a product targeting the licensed receptor and royalty payments in the low-to-mid single digits on any net product sales to Rockefeller with respect to development and commercialization of the human DEC-205 receptor. Duke University Brain Tumor Cancer Center (Duke) In September 2006, the Company and Duke entered into a license agreement that gave the Company access and reference to the clinical data generated by Duke and its collaborators in order for the Company to generate its own filing with the FDA relating to rindopepimut. The Company may be required to pay milestone of up to $0.7 million upon obtaining first approval for commercial sale in a first indication and royalty payments in the low-single digits on any net product sales to Duke with respect to development and commercialization of rindopepimut. Ludwig Institute for Cancer Research (Ludwig) In October 2006, the Company and Ludwig entered into an agreement for the nonexclusive rights to certain cancer tumor targets for use in combination with the Company's APC Targeting Technology. The Company may be required to pay milestones of up to $1.0 million upon obtaining first approval for commercial sale in a first indication and royalty payments in the low-single digits on any net product sales to Ludwig with respect to development and commercialization of the technology licensed from Ludwig. Alteris Therapeutics, Inc. (Alteris) In October 2005, the Company completed the acquisition of the assets of Alteris, including the EGFRvIII molecule. The Company may be required to pay Alteris up to $5.0 million upon obtaining the first approval for commercial sale of a product containing EGFRvIII, including rindopepimut. University of Southampton, UK (Southampton) In November 2008, the Company entered into a license agreement with Southampton to develop human antibodies towards CD27, a potentially important target for immunotherapy of various cancers. The Company may be required to pay milestones of up to approximately $1.4 million upon obtaining first approval for commercial sale in a first indication and royalty payments in the low-single digits on any net product sales to Southampton with respect to development and commercialization of varlilumab. Amgen Inc. (Amgen) In March 2009, the Company entered into a license agreement with Amgen to acquire the exclusive rights to CDX-301 and CD40 ligand (CD40L). CDX-301 and CD40L are immune modulating molecules that increase the numbers and activity of immune cells that control immune responses. The Company may be required to pay milestones of up to $1.0 million upon obtaining first approval for commercial sale in a first indication and royalty payments in the low-single digits on any net product sales to Amgen with respect to development and commercialization of the technology licensed from Amgen, including CDX-301. Seattle Genetics, Inc. (Seattle Genetics) In connection with the CuraGen acquisition, the Company assumed the license agreement between CuraGen and Seattle Genetics whereby CuraGen acquired the rights to proprietary antibody-drug conjugate (ADC) technology for use with the Company's proprietary antibodies for the potential treatment of cancer. In February 2014, the Company paid $2.5 million in milestones to Seattle Genetics as a result of the METRIC initiation. The Company may be required to pay milestones of up to $5.0 million upon obtaining first approval for commercial sale in a first indication and royalty payments in the mid-single digits on any net product sales to Seattle Genetics with respect to development and commercialization of the ADC technology, including glembatumumab vedotin and CDX-014.

INCOME TAXES

12 Months Ended

Dec. 31, 2013

INCOME TAXES

INCOME TAXES

(15) INCOME TAXES

The components of income tax expense attributable to continuing operations consist of the following:

	Year Ended December 31,

	2013			2012			2011
	(In thousands)
Income tax benefit (provision):
Federal	$	30,962		$	19,394		$	16,204
State		4,920			4,237			3,131
Foreign		—			—			84
Expiration of Net Operating Losses and Research & Development Tax Credits		(126	)		(1,426	)		(411	)


		35,756			22,205			19,008
Deferred tax valuation allowance		(35,756	)		(22,205	)		(19,008	)


	$	—		$	—		$	—

A reconciliation between the amount of reported income tax and the amount computed using the U.S. Statutory rate of 34% follows:

	2013			2012			2011

	(In thousands)
Pre-tax loss	$	(81,550	)	$	(59,123	)	$	(44,799	)




Loss at Statutory Rates		(27,727	)		(20,102	)		(15,213	)
Research and Development Credits		(3,261	)		—			(1,736	)
State Taxes		(4,920	)		(4,237	)		(3,131	)
Other		26			708			661
Expiration of Net Operating Losses and Research & Development Tax Credits		126			1,426			411
Change in Valuation Allowance		35,756			22,205			19,008


Income tax (benefit) provision	$	—		$	—		$	—

Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using future expected enacted rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized.

The principal components of the deferred tax assets and liabilities at December 31, 2013 and 2012, respectively, are as follows:

	December 31, 2013			December 31, 2012

	(In thousands)
Gross Deferred Tax Assets
Net Operating Loss Carryforwards	$	79,558		$	67,728
Tax Credit Carryforwards		25,582			20,692
Deferred Expenses		61,370			43,226
Stock-based Compensation		3,926			3,264
Fixed Assets		1,638			2,156
Accrued Expenses and Other		623			241


		172,697			137,307
Gross Deferred Tax Liabilities
Other Acquired Intangibles		(4,115	)		(4,481	)
IPR&D Intangibles		(4,661	)		(4,661	)


		(8,776	)		(9,142	)


Total Deferred Tax Assets and Liabilities		163,921			128,165
Deferred Tax Assets Valuation Allowance		(168,582	)		(132,826	)


Net Deferred Tax Asset (Liability)	$	(4,661	)	$	(4,661	)

The net deferred tax liability of $4.7 million at December 31, 2013 and 2012 relates to the temporary differences associated with the IPR&D intangible assets acquired in the CuraGen acquisition, which are not deductible for tax purposes.

As of December 31, 2013, the Company had the following federal net operating loss ("NOL") carryforwards:

•

Prior to the merger of the Company and AVANT, $33.0 million was generated by the Company which expire at various dates starting in 2023 and going through 2028;

•

Prior to the merger of the Company and AVANT, $101.2 million, net of expirations and utilization, was generated by AVANT which expire at various dates starting in 2018 and going through 2028. During the years ended, December 31, 2013 and 2012, NOLs of $0 and $16.4 million expired, respectively;

•

Following the merger of the Company and AVANT, $131.7 million was generated by the combined company which expire at various dates starting in 2028 and going through 2033; and

•

Prior to its acquisition by the Company, $518.3 million was generated by CuraGen.

As of December 31, 2013, the Company has an additional $6.0 million of federal and state net operating losses not reflected above, that are attributable to stock option exercises which will be recorded as an increase in additional paid in capital on the consolidated balance sheet once they are "realized" in accordance with ASC 718.

In general, an ownership change, as defined by Section 382 of the Internal Revenue Code, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. Such ownership changes can significantly limit the amount of NOLs that may be utilized in future periods. The Company currently expects that it is remote that the CuraGen NOLs may be utilized and, as such, no related asset has been recorded for such losses. The Company has not completed an analysis of losses generated by AVANT, however, the Company believes it is remote that $60.8 million of the AVANT NOLs may be utilized in future periods and there may be substantial limitations on the Company's ability to use the remaining NOLs of $40.4 million. Following the merger of the Company and AVANT, the Company experienced changes in ownership as defined by Section 382 in June 2009 and December 2009. Further, prior to the AVANT merger, the Company as a stand alone company experienced a change in ownership in October 2007. As a result of the ownership change in October 2007, utilization of the Company's NOLs prior to October 2007 is subject to an annual limitation of $4.5 million on $28.3 million of NOLs generated before that date. As a result of the ownership changes in June 2009 and December 2009, there is an annual limitation amount of $6.0 million on $67.7 million NOLs. Any unused annual limitation may be carried over to later years, and the amount of the limitation may, under certain circumstances, be subject to adjustment if the fair value of the Company's net assets are determined to be below or in excess of the tax basis of such assets at the time of the ownership change, and such unrealized loss or gain is recognized during the five-year period after the ownership change.

Similar to the AVANT and CuraGen NOL carryforwards above, the Company believes that it is not more likely than not that federal and state research and development ("R&D") credits of $20.8 million and $14.4 million, respectively, will be utilized in the future periods. Further, the Company's ability to use the state NOLs of approximately $108.3 million and the remaining federal and state R&D credit carryforwards of approximately $19.4 million and $9.3 million, respectively, may be substantially limited. These state NOLs and federal and state credits expire at various dates starting in 2016 going through 2033. The Company has not yet completed a study of these credits to substantiate the amounts. Until a study is completed, no amounts are being presented as an uncertain tax position.

Subsequent ownership changes, as defined in Section 382, could further limit the amount of net operating loss carryforwards and research and development credits that can be utilized annually to offset future taxable income.

The Company applies the authoritative guidance on account for and disclosure of uncertainty in income tax positions which requires the Company to determine whether an income tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For income tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced to the largest benefit that has a greater than fifty perfect likelihood of being realized upon the ultimate settlement with the relevant taxing authority. At December 31, 2013 and 2012, we had no unrecognized tax benefits. A full valuation allowance has been provided against our deferred tax assets and liabilities and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance sheet or statement of operations if an adjustment were required.

Massachusetts, New Jersey and Connecticut are the three states in which the Company primarily operates or has operated and has income tax nexus. The Company is not currently under examination by any other jurisdictions for any tax year.

The Company has evaluated the positive and negative evidence bearing upon the realizability of its net deferred tax assets, which are comprised principally of net operating loss carryforwards, capitalized R&D expenditures and R&D tax credit carryforwards. The Company has determined that it is more likely than not that it will not recognize the benefits of federal and state deferred tax assets and, as a result, a full valuation allowance was maintained at December 31, 2013 against the Company's net deferred tax assets.

The American Taxpayer Relief Act of 2012 was enacted on January 2, 2013 under which the federal research and development credit was retroactively extended for amounts paid or incurred after December 31, 2011 through December 31, 2013. The effects of the change in the tax law were recognized in the first quarter of 2013, which is the quarter in which the law was enacted.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2013

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

(16) COMMITMENTS AND CONTINGENCIES

The Company has facility and equipment leases that expire at various dates through 2019. Certain of these facility leases contain renewal options, early termination provisions, and provisions that escalate the base rent payments and require the Company to pay common area maintenance costs ("CAM") during the lease term. The following obligations for base rent and CAM costs under facility and other non-cancelable operating leases as of December 31, 2013 do not include the exercise of renewal terms or early termination provisions (in thousands):


2014	$	2,666
2015		2,863
2016		2,914
2017		1,765
2018		501
Thereafter		167


Total minimum lease payments	$	10,876

The Company's total rent and CAM expense for all facility leases was $2.7 million, $2.5 million and $2.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

RETIREMENT SAVINGS PLAN	12 Months Ended
RETIREMENT SAVINGS PLAN	Dec. 31, 2013
RETIREMENT SAVINGS PLAN
RETIREMENT SAVINGS PLAN	(17) RETIREMENT SAVINGS PLAN The Company maintains a 401(k) Plan which is available to substantially all employees. Under the terms of the 401(k) Plan, participants may elect to contribute up to 15% of their compensation, or the statutory prescribed limits. The Company may make 50% matching contributions on up to 4% of a participant's annual salary. Benefit expense for the 401(k) Plan was $0.3 million, $0.2 million and $0.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

12 Months Ended

Dec. 31, 2013

SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

(18) SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

2013	Q1 2013			Q2 2013			Q3 2013			Q4 2013

	(In thousands, except per share amounts)
Total revenue	$	2,414		$	97		$	980		$	620
Net loss		(17,332	)		(19,016	)		(23,140	)		(22,062	)
Basic and diluted net loss per common share		(0.23	)		(0.24	)		(0.29	)		(0.27	)

2012	Q1 2012			Q2 2012			Q3 2012			Q4 2012

	(In thousands, except per share amounts)
Total revenue	$	2,433		$	2,009		$	3,113		$	3,647
Net loss		(13,516	)		(13,773	)		(15,027	)		(16,807	)
Basic and diluted net loss per common share		(0.27	)		(0.23	)		(0.25	)		(0.27	)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities

Marketable Securities

Concentration of Credit Risk and of Significant Customers and Suppliers

Concentration of Credit Risk and of Significant Customers and Suppliers

Revenue from Glaxo represented 57%, 96% and 98% for the years ended December 31, 2013, 2012 and 2011 and of total Company revenue, respectively.

Fair Value Measurements

Fair Value Measurements

        Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

        Level 2: Observable inputs other than Level 1 prices, such as quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

        Level 3: Unobservable inputs based on the Company's assessment of the assumptions that market participants would use in pricing the asset or liability.

Property and Equipment

Property and Equipment

Business Combinations

Business Combinations

Intangible Assets

Intangible Assets

Goodwill

Goodwill

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Revenue Recognition

Revenue Recognition

Research and Development Expenses

Research and Development Expenses

Patent Costs

Patent Costs

Stock-Based Compensation

Stock-Based Compensation

Foreign Currency Translation

Foreign Currency Translation

Income Taxes

Income Taxes

Comprehensive Loss

Comprehensive Loss

Net Loss Per Share

Net Loss Per Share

	Year Ended December 31,

	2013		2012		2011
Stock options		5,770,544		5,349,810		4,459,034
Restricted stock		6,000		6,000		6,000


		5,776,544		5,355,810		4,465,034

Recent Accounting Pronouncements

Recent Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of potentially dilutive common shares that have not been included in the net loss per common share calculations because the effect would have been anti-dilutive

	Year Ended December 31,

	2013		2012		2011
Stock options		5,770,544		5,349,810		4,459,034
Restricted stock		6,000		6,000		6,000


		5,776,544		5,355,810		4,465,034

COMPREHENSIVE LOSS (Tables)

12 Months Ended

Dec. 31, 2013

COMPREHENSIVE LOSS

Summary of changes in accumulated other comprehensive income (loss) by component

	Unrealized Gain (Loss) on Marketable Securities, net of tax			Foreign Currency Items			Total

	(In thousands)
Balance at December 31, 2012	$	156		$	2,589		$	2,745
Other comprehensive income (loss) before reclassifications		(74	)		(3	)		(77	)
Amounts reclassified from other comprehensive income		—			—			—


Net current-period other comprehensive income		(74	)		(3	)		(77	)


Balance at December 31, 2013	$	82		$	2,586		$	2,668

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2013

FAIR VALUE MEASUREMENTS

Schedule of financial assets subject to fair value measurements

	As of December 31, 2013			Level 2

	(In thousands)
Money market funds and cash equivalents	$	148,549	—	$	148,549	—
Marketable securities	$	133,581	—	$	133,581	—


	$	282,130	—	$	282,130	—

	As of December 31, 2012		Level 1		Level 2

	(In thousands)
Money market funds and cash equivalents	$	18,688	$	18,688		—	—
Marketable securities	$	59,065		—	$	59,065	—


	$	77,753	$	18,688	$	59,065	—

MARKETABLE SECURITIES (Tables)

12 Months Ended

Dec. 31, 2013

MARKETABLE SECURITIES

Summary of marketable securities

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

	(In thousands)
December 31, 2013
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	55,531	$	27	$	(4	)	$	55,554
Maturing after one year through three years		18,234		56		(4	)		18,286


Total U.S. government and municipal obligations	$	73,765	$	83	$	(8	)	$	73,840


Corporate debt securities
Maturing in one year or less	$	38,973	$	9	$	(9	)	$	38,973
Maturing after one year through three years		20,761		12		(5	)		20,768


Total corporate debt securities	$	59,734	$	21	$	(14	)	$	59,741


Total marketable securities	$	133,499	$	104	$	(22	)	$	133,581

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

	(In thousands)
December 31, 2012
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	15,566	$	28	$	—		$	15,594
Maturing after one year through three years		19,797		99		(1	)		19,895


Total U.S. government and municipal obligations	$	35,363	$	127	$	(1	)	$	35,489


Corporate debt securities
Maturing in one year or less	$	17,353	$	23	$	(4	)	$	17,372
Maturing after one year through three years		6,193		14		(3	)		6,204


Total corporate debt securities	$	23,546	$	37	$	(7	)	$	23,576


Total marketable securities	$	58,909	$	164	$	(8	)	$	59,065

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2013

PROPERTY AND EQUIPMENT, NET

Schedule of property and equipment

	December 31, 2013			December 31, 2012

	(In thousands)
Laboratory Equipment	$	3,699		$	3,164
Manufacturing Equipment		2,130			2,055
Office Furniture and Equipment		1,386			1,264
Leasehold Improvements		14,493			12,932
Construction in Progress		257			115


Total Property and Equipment		21,965			19,530
Less Accumulated Depreciation and Amortization		(11,992	)		(12,325	)


	$	9,973		$	7,205

INTANGIBLE ASSETS AND GOODWILL (Tables)

12 Months Ended

Dec. 31, 2013

INTANGIBLE ASSETS AND GOODWILL

Schedule of intangible assets, net of accumulated amortization, and goodwill

	December 31, 2013								December 31, 2012

	Estimated Life	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
		(In thousands)
Intangible Assets:
IPR&D	Indefinite	$	11,800	$	—		$	11,800	$	11,800	$	—		$	11,800
Amgen Amendment	16 years		14,500		(3,812	)		10,688		14,500		(2,915	)		11,585
Core Technology	11 years		1,296		(964	)		332		1,296		(848	)		448


Total Intangible Assets		$	27,596	$	(4,776	)	$	22,820	$	27,596	$	(3,763	)	$	23,833


Goodwill	Indefinite	$	8,965	$	—		$	8,965	$	8,965	$	—		$	8,965

ACCRUED EXPENSES (Tables)

12 Months Ended

Dec. 31, 2013

ACCRUED EXPENSES

Schedule of accrued expenses

	December 31, 2013		December 31, 2012

	(In thousands)
Accrued Royalty and License Fees	$	250	$	1,776
Accrued Payroll and Employee Benefits		3,515		925
Accrued Research and Development Contract Costs		11,840		7,569
Accrued Professional Fees		556		317
Other Accrued Expenses		1,018		373


	$	17,179	$	10,960

OTHER LONG-TERM LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2013

OTHER LONG-TERM LIABILITIES

Schedule of Other long-term liabilities

	December 31, 2013			December 31, 2012

	(In thousands)
Deferred Rent	$	419		$	434
Net Deferred Tax Liability related to IPR&D		4,661			4,661
Deferred Income from Sale of Tax Benefits		1,630			1,118
Deferred Revenue		1,168			—
Loan Payable		—			472
Other		—			39


Total		7,878			6,724
Less Current Portion		(928	)		(388	)


Long-Term Portion	$	6,950		$	6,336

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2013

STOCK-BASED COMPENSATION

Summary of stock option activity

			Weighted Average Exercise Price Per Share

Options Outstanding at December 31, 2012	5,349,810		$	5.98	7.0
Granted	1,252,000		$	16.44
Exercised	(816,405	)	$	6.53
Canceled	(14,861	)	$	6.97


Options Outstanding at December 31, 2013	5,770,544		$	8.17	7.0




Options Vested and Expected to Vest at December 31, 2013	5,712,596		$	8.12	7.0
Options Exercisable at December 31, 2013	3,297,190		$	6.30	5.6
Shares Available for Grant under the 2008 Plan	2,102,942

Summary of restricted stock activity

			Weighted Average Grant Date Fair Value (per share)

Outstanding and unvested at December 31, 2012	6,000		$	4.50
Granted	12,000		$	15.20
Vested	(12,000	)	$	9.85
Canceled	—			—


Outstanding and unvested at December 31, 2013	6,000		$	15.20

Schedule of stock-based compensation expense

	2013		2012		2011

	(In thousands)
Research and development	$	2,640	$	1,415	$	1,412
General and administrative		1,908		883		930


Total stock-based compensation expense	$	4,548	$	2,298	$	2,342

Schedule of assumptions used for the fair values of employee stock options granted

	Year Ended December 31, 2013	Year Ended December 31, 2012	Year Ended December 31, 2011

Expected stock price volatility	71 - 72%	70 - 72%	68 - 70%
Expected option term	6.0 Years	6.0 Years	6.0 Years
Risk-free interest rate	1.2 - 2.1%	0.9 - 1.4%	1.4 - 2.9%
Expected dividend yield	None	None	None

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2013

INCOME TAXES

Schedule of components of income tax expense attributable to continuing operations

	Year Ended December 31,

	2013			2012			2011
	(In thousands)
Income tax benefit (provision):
Federal	$	30,962		$	19,394		$	16,204
State		4,920			4,237			3,131
Foreign		—			—			84
Expiration of Net Operating Losses and Research & Development Tax Credits		(126	)		(1,426	)		(411	)


		35,756			22,205			19,008
Deferred tax valuation allowance		(35,756	)		(22,205	)		(19,008	)


	$	—		$	—		$	—

Schedule of reconciliation between the amount of reported income tax and the amount computed using the U.S. Statutory rate

	2013			2012			2011

	(In thousands)
Pre-tax loss	$	(81,550	)	$	(59,123	)	$	(44,799	)




Loss at Statutory Rates		(27,727	)		(20,102	)		(15,213	)
Research and Development Credits		(3,261	)		—			(1,736	)
State Taxes		(4,920	)		(4,237	)		(3,131	)
Other		26			708			661
Expiration of Net Operating Losses and Research & Development Tax Credits		126			1,426			411
Change in Valuation Allowance		35,756			22,205			19,008


Income tax (benefit) provision	$	—		$	—		$	—

Schedule of principal components of the deferred tax assets and liabilities

	December 31, 2013			December 31, 2012

	(In thousands)
Gross Deferred Tax Assets
Net Operating Loss Carryforwards	$	79,558		$	67,728
Tax Credit Carryforwards		25,582			20,692
Deferred Expenses		61,370			43,226
Stock-based Compensation		3,926			3,264
Fixed Assets		1,638			2,156
Accrued Expenses and Other		623			241


		172,697			137,307
Gross Deferred Tax Liabilities
Other Acquired Intangibles		(4,115	)		(4,481	)
IPR&D Intangibles		(4,661	)		(4,661	)


		(8,776	)		(9,142	)


Total Deferred Tax Assets and Liabilities		163,921			128,165
Deferred Tax Assets Valuation Allowance		(168,582	)		(132,826	)


Net Deferred Tax Asset (Liability)	$	(4,661	)	$	(4,661	)

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2013

COMMITMENTS AND CONTINGENCIES

Schedule of obligations for base rent and CAM costs under facility and other non-cancelable operating leases

The following obligations for base rent and CAM costs under facility and other non-cancelable operating leases as of December 31, 2013 do not include the exercise of renewal terms or early termination provisions (in thousands):


2014	$	2,666
2015		2,863
2016		2,914
2017		1,765
2018		501
Thereafter		167


Total minimum lease payments	$	10,876

SELECTED QUARTERLY FINANCIAL DATA (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2013

SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

Schedule of selected quarterly financial data (unaudited)

2013	Q1 2013			Q2 2013			Q3 2013			Q4 2013

	(In thousands, except per share amounts)
Total revenue	$	2,414		$	97		$	980		$	620
Net loss		(17,332	)		(19,016	)		(23,140	)		(22,062	)
Basic and diluted net loss per common share		(0.23	)		(0.24	)		(0.29	)		(0.27	)

2012	Q1 2012			Q2 2012			Q3 2012			Q4 2012

	(In thousands, except per share amounts)
Total revenue	$	2,433		$	2,009		$	3,113		$	3,647
Net loss		(13,516	)		(13,773	)		(15,027	)		(16,807	)
Basic and diluted net loss per common share		(0.27	)		(0.23	)		(0.25	)		(0.27	)

NATURE OF BUSINESS AND OVERVIEW (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
NATURE OF BUSINESS AND OVERVIEW
Cash, cash equivalents and marketable securities	$ 303,000								$ 303,000
Net Loss	$ (22,062)	$ (23,140)	$ (19,016)	$ (17,332)	$ (16,807)	$ (15,027)	$ (13,773)	$ (13,516)	(81,550)	$ (59,123)	$ (44,799)
Net cash used in operations									$ (67,669)	$ (49,782)	$ (35,658)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - segment	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Basis of Presentation
Number of operating segments	1
Revenue \| Customer concentration \| Glaxo
Concentration risk
Concentration risk (as a percent)	57.00%	96.00%	98.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)	Dec. 31, 2013
Laboratory equipment
Property and equipment
Estimated useful lives	5 years
Office furniture and equipment
Property and equipment
Estimated useful lives	5 years
Computer equipment
Property and equipment
Estimated useful lives	3 years
Manufacturing equipment \| Minimum
Property and equipment
Estimated useful lives	7 years
Manufacturing equipment \| Maximum
Property and equipment
Estimated useful lives	10 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) $ in Millions	1 Months Ended
	Feb. 28, 2011	Dec. 31, 2013	Dec. 31, 2012	Oct. 31, 2009
Foreign Currency Translation
Net unrealized gain related to foreign currency translation included in accumulated other comprehensive income		$ 2.6	$ 2.6
CuraGen \| 4% convertible subordinated debt
Acquisition of CuraGen Corporation
Convertible subordinate debt				$ 12.5
Interest rate (as a percent)				4.00%
Payment of outstanding principal and accrued interest	$ 12.8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - shares	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net loss per share
Potentially dilutive common shares that have not been included in the net loss per common share calculations because the effect would have been anti-dilutive	5,776,544	5,355,810	4,465,034
Stock options
Net loss per share
Potentially dilutive common shares that have not been included in the net loss per common share calculations because the effect would have been anti-dilutive	5,770,544	5,349,810	4,459,034
Restricted stock
Net loss per share
Potentially dilutive common shares that have not been included in the net loss per common share calculations because the effect would have been anti-dilutive	6,000	6,000	6,000

COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands	12 Months Ended
COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
COMPREHENSIVE LOSS
Amounts reclassified from other comprehensive income	$ 0	$ 0	$ 0
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period	2,745
Other comprehensive income (loss) before reclassifications	(77)
Net current-period other comprehensive income	(77)
Balance at the end of the period	2,668	2,745
Unrealized Gain (Loss) on Marketable Securities, net of tax
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period	156
Other comprehensive income (loss) before reclassifications	(74)
Net current-period other comprehensive income	(74)
Balance at the end of the period	82	156
Foreign Currency Items
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period	2,589
Other comprehensive income (loss) before reclassifications	(3)
Net current-period other comprehensive income	(3)
Balance at the end of the period	$ 2,586	$ 2,589

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
Fair value measurements
Assets transferred between the fair value measurement classifications	$ 0
Liabilities transferred between the fair value measurement classifications	0
Fair Value Measurements \| Fair value
Fair value measurements
Money market funds and cash equivalents	148,549	$ 18,688
Marketable securities	133,581	59,065
Total financial assets at fair value	282,130	77,753
Fair Value Measurements \| Level 1
Fair value measurements
Money market funds and cash equivalents		18,688
Total financial assets at fair value		18,688
Fair Value Measurements \| Level 2
Fair value measurements
Money market funds and cash equivalents	148,549
Marketable securities	133,581	59,065
Total financial assets at fair value	$ 282,130	$ 59,065

MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
Amortized Cost
Amortized cost	$ 133,499	$ 58,909
Gross Unrealized Gains
Gross Unrealized Gains	104	164
Gross Unrealized Losses
Gross Unrealized Losses	(22)	(8)
Fair Value
Fair Value	133,581	59,065
Marketable securities considered to be other-than-temporarily impaired	0
U.S. government and municipal obligations
Amortized Cost
Maturing in one year or less	55,531	15,566
Maturing after one year through three years	18,234	19,797
Amortized cost	73,765	35,363
Gross Unrealized Gains
Maturing in one year or less	27	28
Maturing after one year through three years	56	99
Gross Unrealized Gains	83	127
Gross Unrealized Losses
Maturing in one year or less	(4)
Maturing after one year through three years	(4)	(1)
Gross Unrealized Losses	(8)	(1)
Fair Value
Maturing in one year or less	55,554	15,594
Maturing after one year through three years	18,286	19,895
Fair Value	73,840	35,489
Corporate debt securities
Amortized Cost
Maturing in one year or less	38,973	17,353
Maturing after one year through three years	20,761	6,193
Amortized cost	59,734	23,546
Gross Unrealized Gains
Maturing in one year or less	9	23
Maturing after one year through three years	12	14
Gross Unrealized Gains	21	37
Gross Unrealized Losses
Maturing in one year or less	(9)	(4)
Maturing after one year through three years	(5)	(3)
Gross Unrealized Losses	(14)	(7)
Fair Value
Maturing in one year or less	38,973	17,372
Maturing after one year through three years	20,768	6,204
Fair Value	$ 59,741	$ 23,576

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property and equipment
Total Property and Equipment	$ 21,965	$ 19,530
Less Accumulated Depreciation and Amortization	(11,992)	(12,325)
Property and Equipment, Net	9,973	7,205
Depreciation and amortization expense	1,932	2,047	$ 2,248
Laboratory Equipment
Property and equipment
Total Property and Equipment	3,699	3,164
Manufacturing Equipment
Property and equipment
Total Property and Equipment	2,130	2,055
Office Furniture and Equipment
Property and equipment
Total Property and Equipment	1,386	1,264
Leasehold Improvements
Property and equipment
Total Property and Equipment	14,493	12,932
Construction in Progress
Property and equipment
Total Property and Equipment	$ 257	$ 115

INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Intangible Assets and Goodwill
Goodwill	$ 8,965	$ 8,965
Finite-lived intangible asset
Accumulated Amortization	(4,776)	(3,763)
Total Intangible Assets
Cost of total intangible assets	27,596	27,596
Intangible Assets, Net (Excluding Goodwill)	22,820	23,833
Amortization expense for intangible assets	1,013	1,090	$ 1,913
Estimated future amortization expense of intangible assets
2014	1,000
2015	1,000
2016	1,000
2017	900
2018	$ 900
Amgen Amendment
Finite-lived intangible asset
Estimated Life	16 years
Cost	$ 14,500	14,500
Accumulated Amortization	(3,812)	(2,915)
Net	$ 10,688	11,585
Core Technology
Finite-lived intangible asset
Estimated Life	11 years
Cost	$ 1,296	1,296
Accumulated Amortization	(964)	(848)
Net	332	448
IPR&D
Indefinite-lived intangible assets:
Indefinite-lived intangible assets	$ 11,800	$ 11,800

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
ACCRUED EXPENSES
Accrued Royalty and License Fees	$ 250	$ 1,776
Accrued Payroll and Employee Benefits	3,515	925
Accrued Research and Development Contract Costs	11,840	7,569
Accrued Professional Fees	556	317
Other Accrued Expenses	1,018	373
Accrued Expenses	$ 17,179	$ 10,960

OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands	1 Months Ended			12 Months Ended
	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
OTHER LONG-TERM LIABILITIES
Deferred Rent				$ 419	$ 434
Net Deferred Tax Liability related to IPR&D				4,661	4,661
Deferred Income from Sale of Tax Benefits				1,630	1,118
Deferred Revenue				1,168
Loan Payable					472
Other					39
Total				7,878	6,724
Less Current Portion				(928)	(388)
Long-Term Portion				$ 6,950	6,336
Amount at which New Jersey tax benefit agreed to be sold	$ 800	$ 800	$ 600
Amount of sale of New Jersey tax benefit	$ 800	$ 700	$ 500
Period for which base of operations must be maintained				5 years
Other income related to sale of tax benefits				$ 200	$ 100

OTHER LONG-TERM LIABILITIES (Details 2) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Other Long-Term Liabilities
Contracts and Grants		$ 1,617	$ 281	$ 36
Rockefeller Development Services Agreement
Other Long-Term Liabilities
Approved project plan for the development services	$ 4,800
Term of the agreement	3 years
Upfront payment recognized as revenue over the term of the agreement	$ 1,300
Contracts and Grants		$ 1,400

TERM LOAN (Details) - Term Loan - USD ($) $ in Millions	1 Months Ended			12 Months Ended
TERM LOAN (Details) - Term Loan - USD ($) $ in Millions	May 31, 2013	Mar. 31, 2011	Dec. 31, 2010	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Term Loan
Amount owed under the term loan		$ 15.0
Repayment of principal amount	$ 8.8
Amount of interest, prepayment and final payment fees	$ 0.7
Interest expense on the term loan				$ 0.8	$ 1.5	$ 1.6
MidCap
Term Loan
Amount borrowed			$ 10.0
GECC
Term Loan
Amount borrowed		$ 5.0

STOCKHOLDERS' EQUITY (Details) $ in Thousands	1 Months Ended	12 Months Ended
STOCKHOLDERS' EQUITY (Details) $ in Thousands	Dec. 31, 2013 $ / unit shares	Dec. 31, 2013 USD ($) item $ / unit shares	Dec. 31, 2012 USD ($) shares	Dec. 31, 2011 USD ($) shares	Apr. 30, 2010 USD ($)
Stockholders' Equity
Maximum value of securities for which the entity filed a shelf registration statement \| $			$ 200,000		$ 150,000
Common stock issued (in shares)	7,813,483	21,613,483	12,075,000	11,500,000
Net proceeds from sale of common stock \| $		$ 295,697	$ 83,784	$ 36,023
Net proceeds from sale of stock in an underwritten public offering \| $		$ 278,563	$ 43,483	$ 33,695
Preferred stock, shares authorized	3,000,000	3,000,000	3,000,000
Class C Preferred Stock
Stockholders' Equity
Preferred stock, shares authorized	3,000,000	3,000,000
Series C-1 Preferred Stock
Stockholders' Equity
Preferred stock, shares authorized	350,000	350,000
Cantor Amendment
Stockholders' Equity
Common stock issued (in shares)		2,433,608	8,003,290	575,000
Net proceeds from sale of common stock \| $		$ 17,100	$ 40,100	$ 2,200
Shareholder Rights Plan
Shareholder Rights Plan
Number of multiples of the exercise price that the Right holder has a right to receive in value of the acquiring company's common stock \| item		2
Shareholder Rights Plan \| Minimum
Shareholder Rights Plan
Percentage of assets or earning power sold allowing the Right holder a right to receive common stock of the acquiring company		50.00%
Shareholder Rights Plan \| Series C-1 Preferred Stock
Shareholder Rights Plan
Number of preferred stock purchase rights for each outstanding share of common stock \| item		1
Number of shares callable by rights	0.0001	0.0001
Exercise price (in dollars per unit) \| $ / unit	35.00	35.00
Number of multiples of the exercise price that the Right holder has right to receive in value if 15% or more of the outstanding common stock is acquired \| item		2
Shareholder Rights Plan \| Series C-1 Preferred Stock \| Minimum
Shareholder Rights Plan
Percentage of common stock to be acquired for rights to be exercisable		15.00%
Percentage of common stock to be acquired in a tender offer for rights to be exercisable		15.00%

STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock options
Stock-Based Compensation
Shares available for issuance	2,102,942
Shares
Options Outstanding at beginning of the period (in shares)	5,349,810
Granted (in shares)	1,252,000
Exercised (in shares)	(816,405)
Canceled (in shares)	(14,861)
Options Outstanding at the end of the period (in shares)	5,770,544	5,349,810
Options Vested and Expected to Vest at the end of the period (in shares)	5,712,596
Options Exercisable at the end of the period (in shares)	3,297,190
Shares Available for Grant under the 2008 Plan (in shares)	2,102,942
Weighted Average Exercise Price Per Share
Options Outstanding at beginning of the period (in dollars per share)	$ 5.98
Granted (in dollars per share)	16.44
Exercised (in dollars per share)	6.53
Canceled (in dollars per share)	6.97
Options Outstanding at the end of the period (in dollars per share)	8.17	$ 5.98
Options Vested and Expected to Vest at the end of the period (in dollars per share)	8.12
Options Exercisable at the end of the period (in dollars per share)	$ 6.30
Weighted Average Remaining Contractual Term
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2	7 years	7 years
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2	7 years	7 years
Options Vested and Expected to Vest at the end of the period	7 years
Options Exercisable at the end of the period	5 years 7 months 6 days
Additional information
Total intrinsic value of stock options exercised (in dollars)	$ 10,000	$ 200	$ 30
Weighted average grant-date fair value (in dollars per share)	$ 10.51	$ 3.67	$ 1.83
Fair value of stock options vested (in dollars)	$ 2,400	$ 2,100	$ 2,600
Aggregate intrinsic value of stock options outstanding (in dollars)	92,600
Aggregate intrinsic value of stock options vested and expected to vest (in dollars)	91,900
Total compensation cost not yet recognized (in dollars)	$ 14,400
Weighted average period over which compensation cost is expected to be recognized as expense	2 years 9 months 18 days
Restricted stock
Shares
Outstanding and unvested at the beginning of the period (in shares)	6,000
Granted (in shares)	12,000
Vested (in shares)	(12,000)
Outstanding and unvested at the end of the period (in shares)	6,000	6,000
Weighted Average Grant Date Fair Value (per share)
Outstanding and unvested at the beginning of the period (in dollars per share)	$ 4.50
Granted (in dollars per share)	15.20
Vested (in dollars per share)	9.85
Outstanding and unvested at the end of the period (in dollars per share)	$ 15.20	$ 4.50
Celldex Research 2005 Plan and CuraGen 2007 Plan
Stock-Based Compensation
Shares available for issuance	0
Shares
Shares Available for Grant under the 2008 Plan (in shares)	0
2004 ESPP Plan
Stock-Based Compensation
Common stock reserved for issuance (in shares)	200,000
Purchase price as a percentage of the lower of the fair market value of the common stock at either the beginning of the offering period or the applicable exercise date	85.00%
Shares issued under the plan	11,823	5,935
Shares available for issuance	164,124
Shares
Shares Available for Grant under the 2008 Plan (in shares)	164,124
2008 Plan
Stock-Based Compensation
Maximum shares of common stock to be issued for grants (in shares)	7,400,000
Terms of options granted to the holders of more than 10% of the voting stock	5 years
Threshold percentage of voting stock	10.00%
Exercise price as a percentage of fair market value for options granted to the holders of more than 10% of the voting stock	110.00%
2008 Plan \| Maximum
Stock-Based Compensation
Vesting period	4 years
Terms of options	10 years

STOCK-BASED COMPENSATION (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Valuation and Expenses Information
Total stock-based compensation expense (in dollars)	$ 4,548	$ 2,298	$ 2,342
Assumptions used for fair values of employee and director stock options granted
Expected dividend payable in foreseeable future	$ 0
Stock options
Assumptions used for fair values of employee and director stock options granted
Expected stock price volatility, minimum (as a percent)	71.00%	70.00%	68.00%
Expected stock price volatility, maximum (as a percent)	72.00%	72.00%	70.00%
Expected option term	6 years	6 years	6 years
Risk-free interest rate, minimum (as a percent)	1.20%	0.90%	1.40%
Risk-free interest rate, maximum (as a percent)	2.10%	1.40%	2.90%
Expected dividend yield (as a percent)	0.00%	0.00%	0.00%
Research and development
Valuation and Expenses Information
Total stock-based compensation expense (in dollars)	$ 2,640	$ 1,415	$ 1,412
General and administrative
Valuation and Expenses Information
Total stock-based compensation expense (in dollars)	$ 1,908	$ 883	$ 930

REVENUE (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
REVENUE (Details) - USD ($) $ in Thousands	May 31, 2005	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 1995
REVENUE
Product royalty expense		$ 2,334	$ 10,775	$ 9,119
Collaboration arrangement for development and commercialization of oral rotavirus strain \| Glaxo \| Rotarix
REVENUE
Product royalty expense		$ 2,300	$ 10,800	$ 9,100
License agreements \| Cincinnati Children's Hospital Medical Center \| Rotarix
REVENUE
Percentage of license fee payable on net royalties received					30.00%
Royalty Agreement \| PRF \| Rotarix
REVENUE
Percentage of interest in net royalties sold	70.00%

COLLABORATION AGREEMENTS (Details) - License agreements - USD ($) $ in Millions	2 Months Ended	12 Months Ended
	Feb. 28, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Collaborative Agreements
Nonrefundable license fee expense		$ 0.7	$ 0.7	$ 1.4
Medarex \| Maximum
Collaborative Agreements
Period from the first commercial sale of licensed product for royalty payment		10 years
Milestone payment due		$ 7.0
Rockefeller \| Maximum
Collaborative Agreements
Milestone payment due		3.9
Duke \| Maximum
Collaborative Agreements
Milestone payment due		0.7
Ludwig \| Maximum
Collaborative Agreements
Milestone payment due		1.0
Alteris \| Maximum
Collaborative Agreements
Milestone payment due		5.0
Southampton \| Maximum
Collaborative Agreements
Milestone payment due		1.4
Amgen \| Maximum
Collaborative Agreements
Milestone payment due		1.0
Seattle Genetics \| CuraGen \| Subsequent event
Collaborative Agreements
Payment made in connection with initiation of METRIC	$ 2.5
Seattle Genetics \| CuraGen \| Maximum
Collaborative Agreements
Milestone payment due		$ 5.0

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income tax benefit (provision):
Federal									$ 30,962	$ 19,394	$ 16,204
State									4,920	4,237	3,131
Foreign											84
Expiration of Net Operating Losses and Research & Development Tax Credits									(126)	(1,426)	(411)
Income tax benefit (provision) before valuation allowance									35,756	22,205	19,008
Deferred tax valuation allowance									(35,756)	(22,205)	(19,008)
Income tax benefit (provision)									$ 0
Reconciliation between the amount of reported income tax and the amount computed using U.S. Statutory rate
U.S. Statutory rate (as a percent)									34.00%
Pre-tax loss	$ (22,062)	$ (23,140)	$ (19,016)	$ (17,332)	$ (16,807)	$ (15,027)	$ (13,773)	$ (13,516)	$ (81,550)	(59,123)	(44,799)
Loss at Statutory Rates									(27,727)	(20,102)	(15,213)
Research and Development Credits									(3,261)		(1,736)
State Taxes									(4,920)	(4,237)	(3,131)
Other									26	708	661
Expiration of Net Operating Losses and Research & Development Tax Credits									126	1,426	411
Change in Valuation Allowance									35,756	22,205	$ 19,008
Income tax benefit (provision)									0
Gross Deferred Tax Assets
Net Operating Loss Carryforwards	79,558				67,728				79,558	67,728
Tax Credit Carryforwards	25,582				20,692				25,582	20,692
Deferred Expenses	61,370				43,226				61,370	43,226
Stock-based Compensation	3,926				3,264				3,926	3,264
Fixed Assets	1,638				2,156				1,638	2,156
Accrued Expenses and Other	623				241				623	241
Gross Deferred Tax Assets	172,697				137,307				172,697	137,307
Gross Deferred Tax Liabilities
Other Acquired Intangibles	(4,115)				(4,481)				(4,115)	(4,481)
IPR&D Intangibles	(4,661)				(4,661)				(4,661)	(4,661)
Gross Deferred Tax Liabilities	(8,776)				(9,142)				(8,776)	(9,142)
Total Deferred Tax Assets and Liabilities	163,921				128,165				163,921	128,165
Deferred Tax Assets Valuation Allowance	(168,582)				(132,826)				(168,582)	(132,826)
Net Deferred Tax Asset (Liability)	$ (4,661)				$ (4,661)				$ (4,661)	$ (4,661)

INCOME TAXES (Details 2) $ in Thousands	12 Months Ended
INCOME TAXES (Details 2) $ in Thousands	Dec. 31, 2013 USD ($) item	Dec. 31, 2012 USD ($)
Net operating loss and tax credit carryforwards
Net operating loss carryforwards	$ 6,000
Number of states in which the entity primarily operates or has operated and has income tax nexus \| item	3
Unrecognized tax benefits	$ 0
CuraGen
Net operating loss and tax credit carryforwards
Assets recorded for net operating losses not yet utilized	$ 0
Federal
Net operating loss and tax credit carryforwards
Period of recognition of unrealized loss or gain after the ownership change	5 years
Federal \| R&D credit
Net operating loss and tax credit carryforwards
Tax credit carryforwards	$ 20,800
Tax credit carryforwards with substantial limitations on use	19,400
Federal \| Ownership change in October 2007
Net operating loss and tax credit carryforwards
Net operating loss carryforwards	28,300
Annual limitation	4,500
Federal \| Ownership changes in June 2009 and December 2009
Net operating loss and tax credit carryforwards
Net operating loss carryforwards	67,700
Annual limitation	6,000
Federal \| Prior to merger
Net operating loss and tax credit carryforwards
Net operating loss carryforwards	33,000
Federal \| CuraGen \| Prior to acquisition
Net operating loss and tax credit carryforwards
Net operating loss carryforwards	518,300
Federal \| AVANT
Net operating loss and tax credit carryforwards
Net operating loss carryforwards	131,700
Loss carryforwards with limitations on use	40,400
Loss carryforwards remotely likely to be utilized in future periods	60,800
Federal \| AVANT \| Prior to merger
Net operating loss and tax credit carryforwards
NOL, net of expirations and utilization	101,200
NOLs expired	0	$ 16,400
State
Net operating loss and tax credit carryforwards
Tax credit carryforwards with substantial limitations on use	108,300
State \| R&D credit
Net operating loss and tax credit carryforwards
Tax credit carryforwards	14,400
Tax credit carryforwards with substantial limitations on use	$ 9,300

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Obligations for base rent and CAM costs under facility and other non-cancelable operating leases
2014	$ 2,666
2015	2,863
2016	2,914
2017	1,765
2018	501
Thereafter	167
Total minimum lease payments	10,876
Total rent and CAM expense	$ 2,700	$ 2,500	$ 2,500

RETIREMENT SAVINGS PLAN (Details) - USD ($) $ in Millions	12 Months Ended
RETIREMENT SAVINGS PLAN (Details) - USD ($) $ in Millions	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
RETIREMENT SAVINGS PLAN
Maximum contribution by participants (as a percent)	15.00%
Employer match (as a percent)	50.00%
Maximum percentage of employees' gross pay subject to employer match	4.00%
Benefit expense for the 401(k) Plan	$ 0.3	$ 0.2	$ 0.2

SELECTED QUARTERLY FINANCIAL DATA (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
Total revenue	$ 620	$ 980	$ 97	$ 2,414	$ 3,647	$ 3,113	$ 2,009	$ 2,433	$ 4,111	$ 11,202	$ 9,265
Net (loss) income	$ (22,062)	$ (23,140)	$ (19,016)	$ (17,332)	$ (16,807)	$ (15,027)	$ (13,773)	$ (13,516)	$ (81,550)	$ (59,123)	$ (44,799)
Basic and diluted net loss per common share (in dollars per share)	$ (0.27)	$ (0.29)	$ (0.24)	$ (0.23)	$ (0.27)	$ (0.25)	$ (0.23)	$ (0.27)	$ (1.02)	$ (1.02)	$ (1.13)