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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2017	Jul. 31, 2017
Document and Entity Information
Entity Registrant Name	Celldex Therapeutics, Inc.
Entity Central Index Key	0000744218
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		128,341,785
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current Assets:
Cash and Cash Equivalents	$ 66,162	$ 42,461
Marketable Securities	87,822	147,315
Accounts and Other Receivables	1,359	1,784
Prepaid and Other Current Assets	4,709	4,009
Total Current Assets	160,052	195,569
Property and Equipment, Net	12,069	13,192
Intangible Assets, Net	81,039	81,487
Other Assets	1,935	2,134
Goodwill	90,976	90,976
Total Assets	346,071	383,358
Current Liabilities:
Accounts Payable	1,975	1,740
Accrued Expenses	21,275	28,657
Current Portion of Long-Term Liabilities	5,538	4,826
Total Current Liabilities	28,788	35,223
Other Long-Term Liabilities	85,826	82,704
Total Liabilities	114,614	117,927
Commitments and Contingent Liabilities
Stockholders' Equity:
Convertible Preferred Stock, $.01 Par Value; 3,000,000 Shares Authorized; No Shares Issued and Outstanding at June 30, 2017 and December 31, 2016
Common Stock, $.001 Par Value; 297,000,000 Shares Authorized; 127,411,975 and 120,516,654 Shares Issued and Outstanding at June 30, 2017 and December 31, 2016, respectively	127	121
Additional Paid-In Capital	1,011,066	982,255
Accumulated Other Comprehensive Income	2,577	2,541
Accumulated Deficit	(782,313)	(719,486)
Total Stockholders' Equity	231,457	265,431
Total Liabilities and Stockholders' Equity	$ 346,071	$ 383,358

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2017	Dec. 31, 2016
CONDENSED 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	127,411,975	120,516,654
Common Stock, Shares Outstanding	127,411,975	120,516,654

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
REVENUE:
Product Development and Licensing Agreements	$ 694	$ 604	$ 1,250	$ 1,057
Contracts and Grants	3,135	785	4,113	1,635
Total Revenue	3,829	1,389	5,363	2,692
OPERATING EXPENSE:
Research and Development	24,999	25,711	50,792	53,158
General and Administrative	6,534	7,790	13,763	17,097
Loss on Fair Value Remeasurement of Contingent Consideration	1,000		4,400
Amortization of Acquired Intangible Assets	224	254	448	507
Total Operating Expense	32,757	33,755	69,403	70,762
Operating Loss	(28,928)	(32,366)	(64,040)	(68,070)
Investment and Other Income, Net	362	414	1,213	1,445
Net Loss	$ (28,566)	$ (31,952)	$ (62,827)	$ (66,625)
Basic and Diluted Net Loss Per Common Share (in dollars per share)	$ (0.23)	$ (0.32)	$ (0.51)	$ (0.67)
Shares Used in Calculating Basic and Diluted Net Loss per Share (in shares)	125,202	98,817	123,932	98,753
COMPREHENSIVE LOSS:
Net Loss	$ (28,566)	$ (31,952)	$ (62,827)	$ (66,625)
Other Comprehensive Income:
Unrealized Gain on Marketable Securities	15	36	36	416
Comprehensive Loss	$ (28,551)	$ (31,916)	$ (62,791)	$ (66,209)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash Flows from Operating Activities:
Net Loss	$ (62,827)	$ (66,625)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation and Amortization	2,367	1,434
Amortization of Intangible Assets	448	507
Amortization and Premium of Marketable Securities, Net	(161)	612
Loss on Sale or Disposal of Assets		74
Loss on Fair Value Remeasurement of Contingent Consideration	4,400
Stock-Based Compensation Expense	6,989	7,913
Non-Cash Expense		1,638
Changes in Operating Assets and Liabilities:
Accounts and Other Receivables	425	(146)
Prepaid and Other Current Assets	(511)	(3,124)
Other Assets	199
Accounts Payable and Accrued Expenses	(6,812)	(10,212)
Other Liabilities	(566)	(803)
Net Cash Used in Operating Activities	(56,049)	(68,732)
Cash Flows from Investing Activities:
Sales and Maturities of Marketable Securities	151,470	149,367
Purchases of Marketable Securities	(91,969)	(120,053)
Investment in Other		(1,801)
Acquisition of Property and Equipment	(1,316)	(1,307)
Net Cash Provided by Investing Activities	58,185	26,206
Cash Flows from Financing Activities:
Net Proceeds from Stock Issuances	21,489	2,551
Proceeds from Issuance of Stock from Employee Benefit Plans	76	349
Net Cash Provided by Financing Activities	21,565	2,900
Net Increase (Decrease) in Cash and Cash Equivalents	23,701	(39,626)
Cash and Cash Equivalents at Beginning of Period	42,461	72,108
Cash and Cash Equivalents at End of Period	66,162	32,482
Non-cash Investing Activities
Acquisition of Property and Equipment included in Accounts Payable and Accrued Expenses	87	$ 108
Non-cash Supplemental Disclosure
Shares issued to former Kolltan executive for settlement of severance	$ 263

Basis of Presentation	6 Months Ended
Basis of Presentation	Jun. 30, 2017
Basis of Presentation
Basis of Presentation	(1) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by Celldex Therapeutics, Inc. (the “Company” or “Celldex”) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the operations of the Company and its wholly-owned subsidiaries. In June 2017, the Company liquidated its wholly-owned subsidiary, Celldex Therapeutics Europe GmbH. All intercompany balances and transactions have been eliminated in consolidation. These interim financial statements do not include all the information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited financial statements for the year ended December 31, 2016, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2017. In the opinion of management, the interim financial statements reflect all normal recurring adjustments necessary to fairly state the Company’s financial position and results of operations for the interim periods presented. The year-end condensed balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future interim period or the fiscal year ending December 31, 2017. At June 30, 2017, the Company had cash, cash equivalents and marketable securities of $154.0 million. The Company has had recurring losses and incurred a loss of $62.8 million for the six months ended June 30, 2017. Net cash used in operations for the six months ended June 30, 2017 was $56.0 million. The Company believes that the cash, cash equivalents and marketable securities at August 8, 2017 will be sufficient to meet estimated working capital requirements and fund planned operations for at least the next twelve months from the date of issuance of these financial statements. During the next twelve months and beyond, the Company will take further steps to raise additional capital to meet its liquidity needs. These capital raising activities may include, but may not be limited to, one or more of the following: the licensing of drug candidates 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 may 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. The Company’s ability to continue funding its planned operations into and beyond twelve months from the issuance date is also dependent on the timing and manner of payment of future contingent milestones from the Kolltan acquisition, in the event that the Company achieves the drug candidate milestones related to those payments. The Company, at its option, may decide to pay those milestone payments in cash, shares of its common stock or a combination thereof. If the Company is unable to raise the funds necessary to meet its liquidity needs, it may have to delay or discontinue the development of one or more programs, discontinue or delay ongoing or anticipated clinical trials, license out programs earlier than expected, raise funds at a significant discount or on other unfavorable terms, if at all, or sell all or a part of the Company.

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Jun. 30, 2017
Significant Accounting Policies
Significant Accounting Policies	(2) Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements for the three and six months ended June 30, 2017 are consistent with those discussed in Note 2 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016, except for the adoption of new accounting standards during the first six months of 2017 as discussed below. Newly-Adopted Accounting Pronouncements On January 1, 2017, the Company adopted a new U.S. GAAP accounting standard which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Company elected to continue to estimate forfeitures expected to occur to determine stock-based compensation expense. Upon adoption, the Company’s gross deferred tax assets and corresponding valuation allowance each increased by $17.7 million related to tax deductions from the exercise of stock options that previously would have been credited to additional paid-in-capital when realized. On January 1, 2017, the Company adopted a new U.S. GAAP accounting standard which simplifies how an entity is required to test goodwill for impairment. A goodwill impairment will be measured by the amount by which a reporting unit’s carrying value exceeds its fair value, with the amount of impairment not to exceed the carrying amount of goodwill. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board 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. In May 2014, the FASB issued a new U.S GAAP accounting standard that updates guidance and disclosure requirements for recognizing revenue. The new revenue recognition standard provides a five-step model for recognizing revenue from contracts with customers. The core principle is that a company should recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new standard will be effective for the Company on January 1, 2018 and can be applied using one of two methods: retrospectively to each prior period presented or a modified retrospective application by recognizing a cumulative-effect adjustment as a component of equity as of the date of adoption. The Company expects to adopt the new revenue standard using the modified retrospective application method. As of June 30, 2017, the Company is still evaluating the impact the adoption of this standard will have on the Company’s financial statements and disclosure. During the second half of 2017, the Company plans to finalize its review of all applicable contracts that will be affected by the adoption of this standard. In February 2016, the FASB issued a new U.S. GAAP accounting standard which requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for the Company on January 1, 2019. The Company is currently evaluating the potential impact that this standard may have on the Company’s financial statements. In August 2016, the FASB issued new U.S. GAAP guidance which clarifies the classification of certain cash receipts and payments in the statement of cash flows. This standard is effective for the company on January 1, 2018. The adoption of this new guidance is not expected to have a material impact on the Company’s financial statements.

Fair Value Measurements

6 Months Ended

Jun. 30, 2017

Fair Value Measurements

Fair Value Measurements

(3) Fair Value Measurements

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

	As of June 30, 2017		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Money market funds and cash equivalents	$	44,622	$	—	$	44,622	$	—
Marketable securities	87,822		—		87,822		—

	$	132,444	$	—	$	132,444	$	—


Liabilities:
Kolltan acquisition contingent consideration	$	48,600	$	—	$	—	$	48,600

	$	48,600	$	—	$	—	$	48,600

	As of December 31, 2016		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Money market funds and cash equivalents	$	20,445	$	—	$	20,445	$	—
Marketable securities	147,315		—		147,315		—

	$	167,760	$	—	$	167,760	$	—

Liabilities:
Kolltan acquisition contingent consideration	$	44,200	$	—	$	—	$	44,200

	$	44,200	$	—	$	—	$	44,200

The Company’s financial assets consist mainly of cash and cash equivalents and marketable securities and are classified as Level 2 within the valuation hierarchy. 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. The Company did not have any transfers of assets or liabilities between the fair value measurement classifications during the six months ended June 30, 2017.

Contingent consideration liabilities related to acquisitions are classified as Level 3 within the valuation hierarchy and are valued based on various estimates, including probability of success, discount rates and amount of time until the conditions of the milestone payments are met. In connection with the Kolltan acquisition, the Company may be required to pay future consideration of up to $172.5 million that is contingent upon the achievement of specified development, regulatory approvals or sales-based milestone events. The Company determines the fair value of these obligations on the acquisition date using various estimates that are not observable in the market and represent a Level 3 measurement within the fair value hierarchy. During the three and six months ended June 30, 2017, the Company recorded a $1.0 million and $4.4 million loss on fair value remeasurement of contingent consideration, respectively, primarily due to changes in discount rates and the passage of time. The following table reflects the activity for the Company’s contingent consideration liabilities measured at fair value using Level 3 inputs for the six months ended June 30, 2017.

	Other Long-Term Liabilities: Contingent Consideration
Balance at December 31, 2016	$	44,200
Fair value adjustments included in operating expenses	4,400

Balance at June 30, 2017	$	48,600

- 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

6 Months Ended

Jun. 30, 2017

Marketable Securities

Marketable Securities

(4) Marketable Securities

The following tables summarize our marketable securities, classified as available-for-sale:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
June 30, 2017
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	18,253	$	7	$	(6	)	$	18,254
Maturing after one year through three years	—		—		—			—

Total U.S. government and municipal obligations	$	18,253	$	7	$	(6	)	$	18,254

Corporate debt securities
Maturing in one year or less	$	69,588	$	2	$	(22	)	$	69,568
Maturing after one year through three years	—		—		—			—

Total corporate debt securities	$	69,588	$	2	$	(22	)	$	69,568

Total marketable securities	$	87,841	$	9	$	(28	)	$	87,822


December 31, 2016
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	52,754	$	5	$	(12	)	$	52,747
Maturing after one year through three years	296		8		—			304

Total U.S. government and municipal obligations	$	53,050	$	13	$	(12	)	$	53,051

Corporate debt securities
Maturing in one year or less	$	94,320	$	—	$	(56	)	$	94,264
Maturing after one year through three years	—		—		—			—

Total corporate debt securities	$	94,320	$	—	$	(56	)	$	94,264

Total marketable securities	$	147,370	$	13	$	(68	)	$	147,315

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 June 30, 2017. Marketable securities include $0.4 million and $0.6 million in accrued interest at June 30, 2017 and December 31, 2016, respectively.

- Definition

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

+ References + Details

Intangible Assets and Goodwill

6 Months Ended

Jun. 30, 2017

Intangible Assets and Goodwill

Intangible Assets and Goodwill

(5) Intangible Assets and Goodwill

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

		June 30, 2017							December 31, 2016
	Estimated Life	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
	(In thousands)
Intangible Assets:
IPR&D	Indefinite	$	73,490	$	—		$	73,490	$	73,490	$	—		$	73,490
Amgen Amendment	16 years	14,500		(6,951		)	7,549		14,500		(6,503		)	7,997

Total Intangible Assets		$	87,990	$	(6,951	)	$	81,039	$	87,990	$	(6,503	)	$	81,487

Goodwill	Indefinite	$	90,976	$	—		$	90,976	$	90,976	$	—		$	90,976

The IPR&D intangible asset recorded in connection with the CuraGen acquisition of $11.8 million relates to the development of glembatumumab vedotin. At the date of acquisition and at June 30, 2017, glembatumumab vedotin had not yet reached technological feasibility nor did it have any alternative future use. Glembatumumab vedotin is in a randomized, Phase 2b study for the treatment of triple negative breast cancer and a Phase 2 study for the treatment of metastatic melanoma.

The Company performed an impairment test of the glembatumumab vedotin IPR&D and goodwill assets as of July 1, 2016 and concluded that goodwill was not impaired.

In connection with the Kolltan Acquisition, effective November 29, 2016, the Company recorded IPR&D intangible assets primarily related to the development of the CDX-0158, CDX-3379 and TAM programs with a fair value of $40.0 million, $3.5 million and $18.0 million, respectively. At the date of acquisition and at June 30, 2017, the CDX-1058, CDX-3379 and TAM programs had not yet reached technological feasibility nor did they have any alternative future use. CDX-0158 is a humanized monoclonal antibody currently in a Phase 1 dose escalation study in refractory gastrointestinal stromal tumors and CDX-3379 is a human monoclonal antibody which recently completed a Phase 1b study in patients with solid tumors. The TAM program is a multi-faceted broad antibody discovery effort to generate antibodies that modulate the TAM family of RTKs, comprised of Tyro3, AXL and MerTK, which are expressed on tumor-infiltrating macrophages, dendritic cells and some tumors.

- 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

Other Long-Term Liabilities

6 Months Ended

Jun. 30, 2017

Other Long-Term Liabilities

Other Long-Term Liabilities

(6) Other Long-Term Liabilities

Other long-term liabilities include the following:

	June 30, 2017			December 31, 2016
	(In thousands)
Deferred Rent	$	710		$	398
Net Deferred Tax Liabilities related to IPR&D	28,054			28,054
Deferred Income from Sale of Tax Benefits	8,940			9,436
Accrued Lease Restructuring	1,150			1,154
Long-Term Severance	181			539
Contingent Milestones	48,600			44,200
Deferred Revenue	3,729			3,749

Total	91,364			87,530
Less Current Portion	(5,538		)	(4,826		)

Long-Term Portion	$	85,826		$	82,704

In November 2015, December 2014, January 2014 and January 2013, the Company received approval from the New Jersey Economic Development Authority and agreed to sell New Jersey tax benefits of $9.8 million, $1.9 million, $1.1 million and $0.8 million to an independent third party for $9.2 million, $1.8 million, $1.0 million and $0.8 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. The Company recorded $0.5 million and $0.6 million to other income related to the sale of these tax benefits during the six months ended June 30, 2017 and 2016, respectively.

In December 2016, the Company decided not to occupy the 11,500 square feet of expansion space (“Needham Expansion”) at its Needham, Massachusetts facility. The Company agreed to lease the Needham Expansion in August 2015 and the term of the lease expires in July 2020. The Company is actively trying to sublease the lease obligation. In March 2017, the Company terminated its lease in Branford, CT and consolidated its Connecticut operations in its New Haven, CT facility. The Company recorded restructuring expense of $0.2 million to general and administrative expense related to the Branford, CT lease termination. The activity related to accrued lease restructuring for the six months ended June 30, 2017 is presented below (in thousands):

	Accrued Lease Restructuring
Balance at December 31, 2016	$	1,154
Expense	267
Payments	(271		)

Balance at June 30, 2017	$	1,150

Stockholders' Equity	6 Months Ended
Stockholders' Equity	Jun. 30, 2017
Stockholders' Equity
Stockholders' Equity	(7) Stockholders’ Equity In May 2016, the Company entered into an agreement with Cantor Fitzgerald & Co. (“Cantor”) to allow the Company to issue and sell shares of its common stock having an aggregate offering price of up to $60.0 million from time to time through Cantor, acting as agent. During the six months ended June 30, 2017, Company issued 6,731,066 shares of its common stock under this controlled equity offering sales agreement with Cantor resulting in net proceeds to the Company of $21.5 million, after deducting commission and offering expenses. At June 30, 2017, the Company had $23.1 million remaining in aggregate gross offering price available under the agreement.

- 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 310
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74567-122707

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 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

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 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
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-Paragraph 1
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-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

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+ Details

Stock-Based Compensation

6 Months Ended

Jun. 30, 2017

Stock-Based Compensation

Stock-Based Compensation

(8) Stock-Based Compensation

A summary of stock option activity for the six months ended June 30, 2017 is as follows:

	Shares		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (In Years)
Options Outstanding at December 31, 2016	10,218,710		$	11.14	6.5
Granted	2,283,100		$	2.34
Exercised	—		$	—
Canceled	(413,100	)	$	10.66

Options Outstanding at June 30, 2017	12,088,710		$	9.49	6.5

Options Vested and Expected to Vest at June 30, 2017	11,931,869		$	9.54	6.5
Options Exercisable at June 30, 2017	7,085,429		$	10.93	4.7
Shares Available for Grant under the 2008 Plan	7,292,650

The weighted average grant-date fair value of stock options granted during the six month period ended June 30, 2017 was $1.57. Stock-based compensation expense for the three and six months ended June 30, 2017 and 2016 was recorded as follows:

	Three months ended June 30,				Six months ended June 30,
	2017		2016		2017		2016
	(In thousands)
Research and development	$	1,871	$	2,008	$	3,764	$	3,824
General and administrative	1,579		1,965		3,225		4,089

Total stock-based compensation expense	$	3,450	$	3,973	$	6,989	$	7,913

The fair value of employee and director stock options granted during the three and six month periods ended June 30, 2017 and 2016 were valued using the Black-Scholes option-pricing model with the following assumptions:

	Three months ended June 30,		Six months ended June 30,
	2017	2016	2017	2016
Expected stock price volatility	76%	77%	76 – 77%	70 – 77%
Expected option term	6.0 years	6.0 years	6.0 years	6.0 years
Risk-free interest rate	2.0 – 2.1%	1.5%	2.0 – 2.3%	1.5 – 1.6%
Expected dividend yield	None	None	None	None

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References + Details

Accumulated Other Comprehensive Income

6 Months Ended

Jun. 30, 2017

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

(9) Accumulated Other Comprehensive Income

The changes in accumulated other comprehensive income, which is reported as a component of stockholders’ equity, for the six months ended June 30, 2017 are summarized below:

	Unrealized Gain (Loss) on Marketable Securities			Foreign Currency Items		Total
	(In thousands)
Balance at December 31, 2016	$	(55	)	$	2,596	$	2,541
Other comprehensive gain	36			—		36

Balance at June 30, 2017	$	(19	)	$	2,596	$	2,577

No amounts were reclassified out of accumulated other comprehensive income during the six months ended June 30, 2017.

- 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.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Glossary Reclassification Adjustments
-URI http://asc.fasb.org/extlink&oid=6522872

+ Details

Revenue	6 Months Ended
Revenue	Jun. 30, 2017
Revenue
Revenue	(10) Revenue Bristol-Myers Squibb Company (BMS) In 2014, the Company entered into a clinical trial collaboration with BMS to evaluate the safety, tolerability and preliminary efficacy of varlilumab and Opdivo®, BMS’s PD-1 immune checkpoint inhibitor, in a Phase 1/2 study. Under the terms of this clinical trial collaboration, BMS made a one-time payment to the Company of $5.0 million and BMS and the Company amended the terms of the Company’s existing license agreement with Medarex, which was acquired by BMS, related to the Company’s CD27 program whereby certain future milestone payments were waived and future royalty rates were reduced that may have been due from the Company to Medarex. In return, BMS was granted a time-limited right of first negotiation if the Company wishes to out-license varlilumab. The companies also agreed to work exclusively with each other to explore anti-PD-1 antagonist antibody and anti-CD27 agonist antibody combination regimens. The clinical trial collaboration provides that the companies share development costs and that the Company will be responsible for conducting the ongoing Phase 1/2 study. The Company has determined that its performance obligations under the BMS agreement, which primarily include performing research and development, supplying varlilumab and participating in the joint development committee, should be accounted for as a single unit of accounting and estimated that its performance period under the BMS agreement would be 5 years. Accordingly, the $5.0 million up-front payment was initially recorded as deferred revenue and is being recognized as revenue on a straight-line basis over the estimated 5-year performance period using the Contingency Adjusted Performance Model (“CAPM”). The BMS agreement also provides for BMS to reimburse the Company for 50% of the external costs incurred by the Company in connection with the clinical trial. The BMS payments are recognized as revenue under the CAPM. The Company recorded $0.7 million and $1.2 million in revenue related to the BMS agreement during the three and six months ended June 30, 2017, respectively, and $0.6 million and $1.0 million during the three and six months ended June 30, 2016, respectively. Rockefeller University (Rockefeller) In 2013, the Company entered into an agreement, as amended, with Rockefeller pursuant to which the Company performs research and development services for Rockefeller. The Company bills Rockefeller quarterly for actual time and direct costs incurred and records those amounts to revenue in the quarter the services are performed. The Company recorded $0.3 million and $1.1 million in revenue related to the Rockefeller agreement during the three and six months ended June 30, 2017, respectively, and $0.4 million and $0.8 million during the three and six months ended June 30, 2016, respectively. International AIDS Vaccine Initiative (IAVI) In 2017, the Company entered into an agreement with IAVI pursuant to which the Company will perform research and development services for IAVI outlined under subsequently negotiated task orders. Revenue is recognized as services are performed under the negotiated task orders. The Company recorded $2.3 million in revenue related to the IAVI agreement during the three and six months ended June 30, 2017.

Kolltan Acquisition

6 Months Ended

Jun. 30, 2017

Kolltan Acquisition

Kolltan Acquisition

(11) Kolltan Acquisition

In connection with the Kolltan Acquisition, effective November 29, 2016, the Company issued 18,257,996 shares of common stock of the Company in exchange for all of the share and debt interests in Kolltan. The Company also agreed to issue an aggregate of 437,901 shares of its common stock, less tax withholdings, to certain former officers of Kolltan. During the six months ended June 30, 2017, the Company issued 75,637 shares of its common stock and at June 30, 2017, the Company’s remaining obligation is to issue 150,185 shares of its common stock, less tax withholdings, related to this severance obligation. In addition, in the event that certain specified preclinical and clinical development milestones related to Kolltan’s development programs and/or Celldex’s development programs and certain commercial milestones related to Kolltan’s drug candidates are achieved, Celldex will be required to pay Kolltan’s stockholders milestone payments of up to $172.5 million, which milestone payments may be made, at Celldex’s sole election, in cash, in shares of Celldex’s common stock or a combination of both, subject to provisions of the Merger Agreement.

The Company acquired Kolltan to gain access to Kolltan’s programs including: (i) CDX-0158 (formerly KTN0158) which is currently in a Phase 1 dose escalation study in patients with refractory gastrointestinal stromal tumors (GIST); (ii) CDX-3379 (formerly KTN3379) which recently completed a Phase 1b study with combination cohorts where meaningful responses and stable disease were observed in cetuximab (Erbitux®) refractory patients in patients with head and neck squamous cell carcinoma and in BRAF-mutant non-small cell lung cancer (NSCLC); and (iii) a multi-faceted TAM program, a broad antibody discovery effort underway to generate antibodies that modulate the TAM family of RTKs, comprised of Tyro3, AXL and MerTK, which are expressed on tumor-infiltrating macrophages, dendritic cells and some tumors.

The transaction was accounted for as a business combination with Celldex treated as the accounting acquirer. All of the assets acquired and liabilities assumed in the transaction are recognized at their acquisition-date fair values, while transaction costs associated with the transaction are expensed as incurred.

Purchase Price

The purchase price for Kolltan was based on the acquisition-date fair value of the consideration transferred, which was calculated based on the closing price of the Company’s common stock of $4.02 per share on November 29, 2016. The acquisition-date fair value of the consideration transferred consisted of the following (in thousands):

Fair value of common stock issued for upfront payment	$	73,397
Fair value of contingent consideration	44,200
Kolltan transaction expenses paid in cash by the Company	3,768

Total consideration transferred	$	121,365

The contingent consideration relates to the achievement of certain regulatory and sales milestones as described in the agreement. The estimated fair value of contingent consideration of $48.6 million and $44.2 million at June 30, 2017 and December 31, 2016, respectively, is recorded as a noncurrent liability. The Company determined the fair value of these obligations to pay additional milestone payments using various estimates, including probabilities of success, discount rates and amount of time until the conditions of the milestone payments are met. This fair value measurement is based on significant inputs not observable in the market, representing a Level 3 measurement within the fair value hierarchy. The resulting probability-weighted cash flows were discounted using a cost of debt rate ranging from 10-11% for the milestones. The range of estimated milestone payments is from zero, if no milestones are achieved, to $172.5 million if all milestones are met.

Changes in the fair value of the contingent consideration are recognized in operating earnings. Changes in fair values reflect new information about the probability and timing of meeting the conditions of the milestone payments or changes in discount rates. In the absence of new information, changes in fair value will only reflect the interest component of contingent consideration related to the passage of time as development work progresses towards the achievement of the milestones.

Allocations of Assets and Liabilities

The Company has allocated the consideration transferred for Kolltan to net tangible assets, intangible assets, and goodwill. The difference between the aggregate consideration transferred and the fair value of assets acquired and liabilities assumed was allocated to goodwill. This goodwill relates to the potential synergies from the Kolltan Acquisition and deferred tax liabilities related to acquired IPR&D intangible assets. None of the goodwill is expected to be deductible for income tax purposes. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

Cash and cash equivalents	$	8,160
Other current and long-term assets	799
Property and equipment, net	2,072
In-process research and development (IPR&D)	61,690
Goodwill	82,011
Deferred tax liabilities, net	(23,393		)
Other assumed liabilities	(9,974		)

Total	$	121,365

The purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value and tax basis of the acquired assets and liabilities. Any adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the acquisition date.

Pro Forma Financial Information

If the operations of the Company and Kolltan were combined as of January 1, 2016, the unaudited pro forma net loss for the three and six months ended June 30, 2016 would have been $39.5 million and $84.8 million, respectively, or $(0.34) and $(0.73) per share, respectively. The unaudited pro forma combined results are not necessarily indicative of the actual results that would have occurred had the acquisition been consummated at that date or of the future operations of the combined entities.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
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+ Details

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2017
Income Taxes
Income Taxes	(12) Income Taxes 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’s wholly-owned subsidiary Celldex Australia Pty Ltd operates in Brisbane, Australia. The Company is not currently under examination by any 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 June 30, 2017 and December 31, 2016 against the Company’s net deferred tax assets.

Net Loss Per Share

6 Months Ended

Jun. 30, 2017

Net Loss Per Share

Net Loss Per Share

(13) 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:

	Six months ended June 30,
	2017	2016

Stock options	12,088,710	10,260,073
Restricted stock	96,668	60,000

	12,185,378	10,320,073

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2017
Significant Accounting Policies
Newly-Adopted Accounting Pronouncements	Newly-Adopted Accounting Pronouncements On January 1, 2017, the Company adopted a new U.S. GAAP accounting standard which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Company elected to continue to estimate forfeitures expected to occur to determine stock-based compensation expense. Upon adoption, the Company’s gross deferred tax assets and corresponding valuation allowance each increased by $17.7 million related to tax deductions from the exercise of stock options that previously would have been credited to additional paid-in-capital when realized. On January 1, 2017, the Company adopted a new U.S. GAAP accounting standard which simplifies how an entity is required to test goodwill for impairment. A goodwill impairment will be measured by the amount by which a reporting unit’s carrying value exceeds its fair value, with the amount of impairment not to exceed the carrying amount of goodwill.
Recent Accounting Pronouncements	Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board 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. In May 2014, the FASB issued a new U.S GAAP accounting standard that updates guidance and disclosure requirements for recognizing revenue. The new revenue recognition standard provides a five-step model for recognizing revenue from contracts with customers. The core principle is that a company should recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new standard will be effective for the Company on January 1, 2018 and can be applied using one of two methods: retrospectively to each prior period presented or a modified retrospective application by recognizing a cumulative-effect adjustment as a component of equity as of the date of adoption. The Company expects to adopt the new revenue standard using the modified retrospective application method. As of June 30, 2017, the Company is still evaluating the impact the adoption of this standard will have on the Company’s financial statements and disclosure. During the second half of 2017, the Company plans to finalize its review of all applicable contracts that will be affected by the adoption of this standard. In February 2016, the FASB issued a new U.S. GAAP accounting standard which requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for the Company on January 1, 2019. The Company is currently evaluating the potential impact that this standard may have on the Company’s financial statements. In August 2016, the FASB issued new U.S. GAAP guidance which clarifies the classification of certain cash receipts and payments in the statement of cash flows. This standard is effective for the company on January 1, 2018. The adoption of this new guidance is not expected to have a material impact on the Company’s financial statements.

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2017

Fair Value Measurements

Schedule of financial assets and liabilities subject to fair value measurements

	As of June 30, 2017		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Money market funds and cash equivalents	$	44,622	$	—	$	44,622	$	—
Marketable securities	87,822		—		87,822		—

	$	132,444	$	—	$	132,444	$	—


Liabilities:
Kolltan acquisition contingent consideration	$	48,600	$	—	$	—	$	48,600

	$	48,600	$	—	$	—	$	48,600

	As of December 31, 2016		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Money market funds and cash equivalents	$	20,445	$	—	$	20,445	$	—
Marketable securities	147,315		—		147,315		—

	$	167,760	$	—	$	167,760	$	—

Liabilities:
Kolltan acquisition contingent consideration	$	44,200	$	—	$	—	$	44,200

	$	44,200	$	—	$	—	$	44,200

Schedule of the activity for the Company's contingent consideration liabilities measured at fair value using Level 3 inputs

	Other Long-Term Liabilities: Contingent Consideration
Balance at December 31, 2016	$	44,200
Fair value adjustments included in operating expenses	4,400

Balance at June 30, 2017	$	48,600

Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2017

Marketable Securities

Summary of marketable securities, classified as available-for-sale

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
June 30, 2017
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	18,253	$	7	$	(6	)	$	18,254
Maturing after one year through three years	—		—		—			—

Total U.S. government and municipal obligations	$	18,253	$	7	$	(6	)	$	18,254

Corporate debt securities
Maturing in one year or less	$	69,588	$	2	$	(22	)	$	69,568
Maturing after one year through three years	—		—		—			—

Total corporate debt securities	$	69,588	$	2	$	(22	)	$	69,568

Total marketable securities	$	87,841	$	9	$	(28	)	$	87,822


December 31, 2016
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	52,754	$	5	$	(12	)	$	52,747
Maturing after one year through three years	296		8		—			304

Total U.S. government and municipal obligations	$	53,050	$	13	$	(12	)	$	53,051

Corporate debt securities
Maturing in one year or less	$	94,320	$	—	$	(56	)	$	94,264
Maturing after one year through three years	—		—		—			—

Total corporate debt securities	$	94,320	$	—	$	(56	)	$	94,264

Total marketable securities	$	147,370	$	13	$	(68	)	$	147,315

Intangible Assets and Goodwill (Tables)

6 Months Ended

Jun. 30, 2017

Intangible Assets and Goodwill

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

		June 30, 2017							December 31, 2016
	Estimated Life	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
	(In thousands)
Intangible Assets:
IPR&D	Indefinite	$	73,490	$	—		$	73,490	$	73,490	$	—		$	73,490
Amgen Amendment	16 years	14,500		(6,951		)	7,549		14,500		(6,503		)	7,997

Total Intangible Assets		$	87,990	$	(6,951	)	$	81,039	$	87,990	$	(6,503	)	$	81,487

Goodwill	Indefinite	$	90,976	$	—		$	90,976	$	90,976	$	—		$	90,976

Other Long-Term Liabilities (Tables)

6 Months Ended

Jun. 30, 2017

Other Long-Term Liabilities

Schedule of other long-term liabilities

	June 30, 2017			December 31, 2016
	(In thousands)
Deferred Rent	$	710		$	398
Net Deferred Tax Liabilities related to IPR&D	28,054			28,054
Deferred Income from Sale of Tax Benefits	8,940			9,436
Accrued Lease Restructuring	1,150			1,154
Long-Term Severance	181			539
Contingent Milestones	48,600			44,200
Deferred Revenue	3,729			3,749

Total	91,364			87,530
Less Current Portion	(5,538		)	(4,826		)

Long-Term Portion	$	85,826		$	82,704

Schedule of activity related to accrued lease restructuring

The activity related to accrued lease restructuring for the six months ended June 30, 2017 is presented below (in thousands):

	Accrued Lease Restructuring
Balance at December 31, 2016	$	1,154
Expense	267
Payments	(271		)

Balance at June 30, 2017	$	1,150

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2017

Stock-Based Compensation

Summary of stock option activity

	Shares		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (In Years)
Options Outstanding at December 31, 2016	10,218,710		$	11.14	6.5
Granted	2,283,100		$	2.34
Exercised	—		$	—
Canceled	(413,100	)	$	10.66

Options Outstanding at June 30, 2017	12,088,710		$	9.49	6.5

Options Vested and Expected to Vest at June 30, 2017	11,931,869		$	9.54	6.5
Options Exercisable at June 30, 2017	7,085,429		$	10.93	4.7
Shares Available for Grant under the 2008 Plan	7,292,650

Schedule of stock-based compensation expense

	Three months ended June 30,				Six months ended June 30,
	2017		2016		2017		2016
	(In thousands)
Research and development	$	1,871	$	2,008	$	3,764	$	3,824
General and administrative	1,579		1,965		3,225		4,089

Total stock-based compensation expense	$	3,450	$	3,973	$	6,989	$	7,913

Schedule of assumptions used for the fair value of employee and director stock options granted

	Three months ended June 30,		Six months ended June 30,
	2017	2016	2017	2016
Expected stock price volatility	76%	77%	76 – 77%	70 – 77%
Expected option term	6.0 years	6.0 years	6.0 years	6.0 years
Risk-free interest rate	2.0 – 2.1%	1.5%	2.0 – 2.3%	1.5 – 1.6%
Expected dividend yield	None	None	None	None

Accumulated Other Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2017

Accumulated Other Comprehensive Income

Summary of changes in accumulated other comprehensive income

	Unrealized Gain (Loss) on Marketable Securities			Foreign Currency Items		Total
	(In thousands)
Balance at December 31, 2016	$	(55	)	$	2,596	$	2,541
Other comprehensive gain	36			—		36

Balance at June 30, 2017	$	(19	)	$	2,596	$	2,577

Kolltan Acquisition (Tables)

6 Months Ended

Jun. 30, 2017

Kolltan Acquisition

Schedule of acquisition-date fair value of the consideration transferred

The acquisition-date fair value of the consideration transferred consisted of the following (in thousands):

Fair value of common stock issued for upfront payment	$	73,397
Fair value of contingent consideration	44,200
Kolltan transaction expenses paid in cash by the Company	3,768

Total consideration transferred	$	121,365

Summary of fair values of the assets acquired and liabilities assumed at the acquisition date

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

Cash and cash equivalents	$	8,160
Other current and long-term assets	799
Property and equipment, net	2,072
In-process research and development (IPR&D)	61,690
Goodwill	82,011
Deferred tax liabilities, net	(23,393		)
Other assumed liabilities	(9,974		)

Total	$	121,365

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2017

Net Loss Per Share

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

	Six months ended June 30,
	2017	2016

Stock options	12,088,710	10,260,073
Restricted stock	96,668	60,000

	12,185,378	10,320,073

Basis of Presentation - (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Basis of Presentation - (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Basis of Presentation
Cash, cash equivalents and marketable securities	$ 154,000		$ 154,000
Net Loss	$ (28,566)	$ (31,952)	(62,827)	$ (66,625)
Net cash used in operations			$ 56,049	$ 68,732

Significant Accounting Policies - (Details) $ in Millions	Jan. 01, 2017 USD ($)
Accounting Standards Update \| Adjustments for New Accounting Principle, Early Adoption
Newly-Adopted Accounting Pronouncements
Increase in deferred tax and valuation allowance	$ 17.7

Fair Value Measurements (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Nov. 29, 2016	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2017	Dec. 31, 2016
Roll-forward of acquisition-related contingent consideration
Fair value adjustments included in operating expenses		$ 1,000	$ 4,400
Assets transferred between the fair value measurement classifications				$ 0
Liabilities transferred between the fair value measurement classifications				0
Kolltan
Roll-forward of acquisition-related contingent consideration
Maximum amount of future consideration payable	$ 172,500
Fair Value Measurements \| Level 2
Assets:
Money market funds and cash equivalents				44,622	$ 20,445
Marketable securities				87,822	147,315
Total financial assets at fair value				132,444	167,760
Fair Value Measurements \| Level 3
Liabilities:
Kolltan acquisition contingent consideration		48,600	44,200	48,600	44,200
Total financial liabilities at fair value				48,600	44,200
Roll-forward of acquisition-related contingent consideration
Balance at beginning of period			44,200
Balance at end of period		48,600	48,600
Fair Value Measurements \| Fair value
Assets:
Money market funds and cash equivalents				44,622	20,445
Marketable securities				87,822	147,315
Total financial assets at fair value				132,444	167,760
Liabilities:
Kolltan acquisition contingent consideration		48,600	44,200	48,600	44,200
Total financial liabilities at fair value				48,600	44,200
Roll-forward of acquisition-related contingent consideration
Balance at beginning of period			44,200
Balance at end of period		48,600	48,600
Fair Value Measurements \| Fair value \| Level 3
Roll-forward of acquisition-related contingent consideration
Fair value adjustments included in operating expenses		1,000
Fair Value Measurements \| Fair value \| Level 3 \| Other Long-Term Liabilities
Liabilities:
Kolltan acquisition contingent consideration		48,600	44,200	$ 48,600	$ 44,200
Roll-forward of acquisition-related contingent consideration
Balance at beginning of period			44,200
Fair value adjustments included in operating expenses			4,400
Balance at end of period		$ 48,600	$ 48,600

Marketable Securities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Amortized Cost
Amortized cost	$ 87,841	$ 147,370
Gross Unrealized Gains
Gross Unrealized Gains	9	13
Gross Unrealized Losses
Gross Unrealized Losses	(28)	(68)
Fair Value
Fair Value	87,822	147,315
Marketable securities considered to be other-than-temporarily impaired	0
Accrued interest included in marketable securities	400	600
U.S. government and municipal obligations
Amortized Cost
Maturing in one year or less	18,253	52,754
Maturing after one year through three years		296
Amortized cost	18,253	53,050
Gross Unrealized Gains
Maturing in one year or less	7	5
Maturing after one year through three years		8
Gross Unrealized Gains	7	13
Gross Unrealized Losses
Maturing in one year or less	(6)	(12)
Gross Unrealized Losses	(6)	(12)
Fair Value
Maturing in one year or less	18,254	52,747
Maturing after one year through three years		304
Fair Value	18,254	53,051
Corporate debt securities
Amortized Cost
Maturing in one year or less	69,588	94,320
Amortized cost	69,588	94,320
Gross Unrealized Gains
Maturing in one year or less	2
Gross Unrealized Gains	2
Gross Unrealized Losses
Maturing in one year or less	(22)	(56)
Gross Unrealized Losses	(22)	(56)
Fair Value
Maturing in one year or less	69,568	94,264
Fair Value	$ 69,568	$ 94,264

Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Nov. 29, 2016
Intangible Assets and Goodwill
Goodwill	$ 90,976		$ 90,976		$ 90,976
Finite-lived intangible asset
Accumulated Amortization	(6,951)		(6,951)		(6,503)
Total Intangible Assets
Cost of total intangible assets	87,990		87,990		87,990
Intangible Assets, Net	81,039		81,039		81,487
Amortization expense for intangible assets	224	$ 254	$ 448	$ 507
Kolltan
Intangible Assets and Goodwill
Goodwill						$ 82,011
Amgen Amendment
Finite-lived intangible asset
Estimated Life			16 years
Cost	14,500		$ 14,500		14,500
Accumulated Amortization	(6,951)		(6,951)		(6,503)
Net	7,549		7,549		7,997
IPR&D
Indefinite-lived intangible assets:
Indefinite-lived intangible assets	73,490		73,490		$ 73,490
IPR&D \| CuraGen
Indefinite-lived intangible assets:
Indefinite-lived intangible assets	$ 11,800		$ 11,800
IPR&D \| Kolltan \| CDX-0158
Indefinite-lived intangible assets:
Fair value of Intangible assets						40,000
IPR&D \| Kolltan \| CDX-3379
Indefinite-lived intangible assets:
Fair value of Intangible assets						3,500
IPR&D \| Kolltan \| TAM
Indefinite-lived intangible assets:
Fair value of Intangible assets						$ 18,000

Other Long-Term Liabilities (Details) $ in Thousands	1 Months Ended				6 Months Ended
Other Long-Term Liabilities (Details) $ in Thousands	Nov. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)	Jan. 31, 2014 USD ($)	Jan. 31, 2013 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($)	Dec. 31, 2016 USD ($) ft²
Deferred Rent							$ 710	$ 398
Net Deferred Tax Liabilities related to IPR&D							28,054	28,054
Deferred Income from Sale of Tax Benefits							8,940	9,436
Accrued Lease Restructuring					$ 1,154		1,150	1,154
Long-Term Severance							181	539
Contingent Milestones							48,600	44,200
Deferred Revenue							3,729	3,749
Total							91,364	87,530
Less Current Portion							(5,538)	(4,826)
Long-Term Portion							85,826	82,704
Amount at which New Jersey tax benefit agreed to be sold	$ 9,800	$ 1,900	$ 1,100	$ 800
Amount of sale of New Jersey tax benefit	$ 9,200	$ 1,800	$ 1,000	$ 800
Period for which base of operations must be maintained					5 years
Other income related to sale of tax benefits					$ 500	$ 600
Accrued Lease Restructuring
Beginning Balance					1,154
Ending Balance					1,150
Needham Expansion
Accrued Lease Restructuring					1,154		$ 1,150	$ 1,154
Expansion space (in square feet) \| ft²								11,500
Accrued Lease Restructuring
Beginning Balance					1,154
Expense					267
Payments					(271)
Ending Balance					1,150
General and administrative \| Branford, CT lease termination
Restructuring expense					$ 200

Stockholders' Equity (Details) - USD ($) $ in Thousands	6 Months Ended
Stockholders' Equity (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Jun. 30, 2016	May 31, 2016
Stockholders' Equity
Net proceeds from sale of common stock	$ 21,489	$ 2,551
Cantor agreement
Stockholders' Equity
Common stock issued (in shares)	6,731,066
Net proceeds from sale of common stock	$ 21,500
Aggregate gross offering price available	$ 23,100
Cantor agreement \| Maximum
Stockholders' Equity
Aggregate offering price of common stock			$ 60,000

Stock-Based Compensation - Summary of Plans (Details) - Stock options - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Shares
Options Outstanding at beginning of the period (in shares)	10,218,710
Granted (in shares)	2,283,100
Canceled (in shares)	(413,100)
Options Outstanding at the end of the period (in shares)	12,088,710	10,218,710
Options Vested and Expected to Vest at the end of the period (in shares)	11,931,869
Options Exercisable at the end of the period (in shares)	7,085,429
Shares Available for Grant under the 2008 Plan	7,292,650
Weighted Average Exercise Price Per Share
Options Outstanding at beginning of the period (in dollars per share)	$ 11.14
Granted (in dollars per share)	2.34
Canceled (in dollars per share)	10.66
Options Outstanding at the end of the period (in dollars per share)	9.49	$ 11.14
Options Vested and Expected to Vest at the end of the period (in dollars per share)	9.54
Options Exercisable at the end of the period (in dollars per share)	$ 10.93
Weighted Average Remaining Contractual Term (In Years)
Options Outstanding at the end of the period	6 years 6 months	6 years 6 months
Options Vested and Expected to Vest at the end of the period	6 years 6 months
Options Exercisable at the end of the period	4 years 8 months 12 days
Additional information
Weighted average grant-date fair value (in dollars per share)	$ 1.57

Stock-Based Compensation - Valuation and Expenses Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Valuation and Expenses Information
Total stock-based compensation expense	$ 3,450	$ 3,973	$ 6,989	$ 7,913
Stock options
Assumptions used for fair value of employee and director stock options granted
Expected stock price volatility (as a percent)	76.00%	77.00%
Expected stock price volatility, minimum (as a percent)			76.00%	70.00%
Expected stock price volatility, maximum (as a percent)			77.00%	77.00%
Expected option term	6 years	6 years	6 years	6 years
Risk-free interest rate (as a percent)		1.50%
Risk-free interest rate, minimum (as a percent)	2.00%		2.00%	1.50%
Risk-free interest rate, maximum (as a percent)	2.10%		2.30%	1.60%
Expected dividend yield (as a percent)	0.00%	0.00%	0.00%	0.00%
Research and development
Valuation and Expenses Information
Total stock-based compensation expense	$ 1,871	$ 2,008	$ 3,764	$ 3,824
General and administrative
Valuation and Expenses Information
Total stock-based compensation expense	$ 1,579	$ 1,965	$ 3,225	$ 4,089

Accumulated Other Comprehensive Income (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2017 USD ($)
Changes in accumulated other comprehensive income
Amounts reclassified from other comprehensive income	$ 0
Balance at December 31, 2016	265,431
Balance at June 30, 2017	231,457
Unrealized Gain (Loss) on Marketable Securities
Changes in accumulated other comprehensive income
Balance at December 31, 2016	(55)
Other comprehensive gain	36
Balance at June 30, 2017	(19)
Foreign Currency Items
Changes in accumulated other comprehensive income
Balance at December 31, 2016	2,596
Balance at June 30, 2017	2,596
Accumulated Other Comprehensive Income
Changes in accumulated other comprehensive income
Balance at December 31, 2016	2,541
Other comprehensive gain	36
Balance at June 30, 2017	$ 2,577

Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2014	Dec. 31, 2016
Revenue
Deferred revenue	$ 3,729		$ 3,729			$ 3,749
Product development and licensing agreements revenue	694	$ 604	1,250	$ 1,057
Contracts and grants revenue	3,135	785	4,113	1,635
BMS
Revenue
Deferred revenue					$ 5,000
Term of the agreement					5 years
Reimbursement of external costs incurred by the company (as a percent)					50.00%
Product development and licensing agreements revenue	700	600	1,200	1,000
Rockefeller
Revenue
Contracts and grants revenue	300	$ 400	1,100	$ 800
IAVI
Revenue
Contracts and grants revenue	$ 2,300		$ 2,300

Kolltan Acquisition- Purchase Price (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	6 Months Ended
	Nov. 29, 2016	Dec. 31, 2016	Jun. 30, 2017
Acquisition-date fair value of consideration transferred
Fair value of contingent consideration		$ 44,200	$ 48,600
Kolltan
Kolltan Acquisition
Shares issued as part of consideration (in shares)	18,257,996
Shares issuable in lieu of cash severance obligations (in shares)	437,901
Shares issued in lieu of cash severance obligations (in shares)			75,637
Remaining obligation (in shares)			150,185
Maximum amount of milestone payments	$ 172,500
Closing price of common stock (in dollars per share)	$ 4.02
Acquisition-date fair value of consideration transferred
Fair value of common stock issued for upfront payment	$ 73,397
Fair value of contingent consideration	44,200
Kolltan transaction expenses paid in cash by the Company	3,768
Total consideration transferred	$ 121,365
Contingent consideration, noncurrent		44,200	$ 48,600
Range of estimated milestone payment, minimum		0
Range of estimated milestone payment, maximum		$ 172,500
Level 3 \| Kolltan \| Minimum
Acquisition-date fair value of consideration transferred
Discount rate (as a percent)	10.00%
Level 3 \| Kolltan \| Maximum
Acquisition-date fair value of consideration transferred
Discount rate (as a percent)	11.00%

Kolltan Acquisition - Allocations of Assets and Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2016	Jun. 30, 2017	Dec. 31, 2016	Nov. 29, 2016
Summary of fair values of assets acquired and liabilities assumed at acquisition date
Goodwill			$ 90,976	$ 90,976
Kolltan
Kolltan Acquisition
Goodwill expected to be deductible for income tax purposes					$ 0
Summary of fair values of assets acquired and liabilities assumed at acquisition date
Cash and cash equivalents					8,160
Other current and long-term assets					799
Property and equipment, net					2,072
In-process research and development (IPR&D)					61,690
Goodwill					82,011
Deferred tax liabilities, net					(23,393)
Other assumed liabilities					(9,974)
Total					$ 121,365
Pro Forma Financial Information
Net loss	$ 39,500	$ 84,800
Basic and Diluted Net Loss Per Common Share	$ (0.34)	$ (0.73)

Income Taxes (Details)	Jun. 30, 2017 state
Income Taxes
Number of states in which the entity primarily operates or has operated and has income tax nexus	3

Net Loss Per Share (Details) - shares	6 Months Ended
Net Loss Per Share (Details) - shares	Jun. 30, 2017	Jun. 30, 2016
Anti-dilutive securities
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	12,185,378	10,320,073
Stock options
Anti-dilutive securities
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	12,088,710	10,260,073
Restricted stock
Anti-dilutive securities
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	96,668	60,000