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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2017	Oct. 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	Sep. 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		135,985,329
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current Assets:
Cash and Cash Equivalents	$ 54,735	$ 42,461
Marketable Securities	85,795	147,315
Accounts and Other Receivables	3,013	1,784
Prepaid and Other Current Assets	3,774	4,009
Total Current Assets	147,317	195,569
Property and Equipment, Net	11,308	13,192
Intangible Assets, Net	67,815	81,487
Other Assets	2,002	2,134
Goodwill	90,976	90,976
Total Assets	319,418	383,358
Current Liabilities:
Accounts Payable	1,278	1,740
Accrued Expenses	17,845	28,657
Current Portion of Long-Term Liabilities	5,792	4,826
Total Current Liabilities	24,915	35,223
Other Long-Term Liabilities	75,351	82,704
Total Liabilities	100,266	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 September 30, 2017 and December 31, 2016
Common Stock, $.001 Par Value; 297,000,000 Shares Authorized; 132,108,478 and 120,516,654 Shares Issued and Outstanding at September 30, 2017 and December 31, 2016, respectively	132	121
Additional Paid-In Capital	1,025,108	982,255
Accumulated Other Comprehensive Income	2,588	2,541
Accumulated Deficit	(808,676)	(719,486)
Total Stockholders' Equity	219,152	265,431
Total Liabilities and Stockholders' Equity	$ 319,418	$ 383,358

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 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	132,108,478	120,516,654
Common Stock, Shares Outstanding	132,108,478	120,516,654

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
REVENUES:
Product Development and Licensing Agreements	$ 1,238	$ 493	$ 2,488	$ 1,551
Contracts and Grants	2,686	1,727	6,799	3,362
Total Revenues	3,924	2,220	9,287	4,913
OPERATING EXPENSES:
Research and Development	21,915	25,009	72,707	78,168
General and Administrative	5,346	6,950	19,109	24,049
In-Process Research and Development Impairment	13,000		13,000
Gain on Fair Value Remeasurement of Contingent Consideration	(4,600)		(200)
Amortization of Acquired Intangible Assets	224	254	672	760
Total Operating Expenses	35,885	32,213	105,288	102,977
Operating Loss	(31,961)	(29,993)	(96,001)	(98,064)
Investment and Other Income, Net	398	395	1,611	1,841
Net Loss Before Income Tax Benefit	(31,563)	(29,598)	(94,390)	(96,223)
Income Tax Benefit	5,200		5,200
Net Loss	$ (26,363)	$ (29,598)	$ (89,190)	$ (96,223)
Basic and Diluted Net Loss Per Common Share (in dollars per share)	$ (0.20)	$ (0.29)	$ (0.71)	$ (0.97)
Shares Used in Calculating Basic and Diluted Net Loss per Share (in shares)	129,640	100,672	125,856	99,398
COMPREHENSIVE LOSS:
Net Loss	$ (26,363)	$ (29,598)	$ (89,190)	$ (96,223)
Other Comprehensive Income:
Unrealized Gain (Loss) on Marketable Securities	11	(113)	47	303
Comprehensive Loss	$ (26,352)	$ (29,711)	$ (89,143)	$ (95,920)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash Flows from Operating Activities:
Net Loss	$ (89,190)	$ (96,223)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation and Amortization	3,392	2,135
Amortization of Intangible Assets	672	760
Amortization and Premium of Marketable Securities, Net	(171)	768
Loss on Sale or Disposal of Assets	6	74
In-Process Research and Development Impairment	13,000
Gain on Fair Value Remeasurement of Contingent Consideration	(200)
Income Tax Benefit	(5,200)
Stock-Based Compensation Expense	9,728	11,709
Non-Cash Expense		1,638
Changes in Operating Assets and Liabilities:
Accounts and Other Receivables	(1,229)	(609)
Prepaid and Other Current Assets	525	(325)
Other Assets	132
Accounts Payable and Accrued Expenses	(10,888)	(11,560)
Other Liabilities	(987)	(1,054)
Net Cash Used in Operating Activities	(80,410)	(92,687)
Cash Flows from Investing Activities:
Sales and Maturities of Marketable Securities	183,683	194,915
Purchases of Marketable Securities	(122,235)	(149,877)
Investment in Other		(1,801)
Acquisition of Property and Equipment	(1,598)	(2,113)
Net Cash Provided by Investing Activities	59,850	41,124
Cash Flows from Financing Activities:
Net Proceeds from Stock Issuances	32,642	10,666
Proceeds from Issuance of Stock from Employee Benefit Plans	192	532
Net Cash Provided by Financing Activities	32,834	11,198
Net Increase (Decrease) in Cash and Cash Equivalents	12,274	(40,365)
Cash and Cash Equivalents at Beginning of Period	42,461	72,108
Cash and Cash Equivalents at End of Period	54,735	31,743
Non-cash Investing Activities
Acquisition of Property and Equipment Included in Accounts Payable and Accrued Expenses	75	$ 65
Non-cash Supplemental Disclosure
Shares Issued to Former Kolltan Executive for Settlement of Severance	$ 302

Basis of Presentation	9 Months Ended
Basis of Presentation	Sep. 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 subsidiary. 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 September 30, 2017, the Company had cash, cash equivalents and marketable securities of $140.5 million. The Company has had recurring losses and incurred a loss of $89.2 million for the nine months ended September 30, 2017. Net cash used in operations for the nine months ended September 30, 2017 was $80.4 million. The Company believes that the cash, cash equivalents and marketable securities at November 7, 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	9 Months Ended
Significant Accounting Policies	Sep. 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 on Form 10-Q for the quarterly period ended September 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 nine 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 consolidated financial statements 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. During the fourth quarter of 2017, the Company plans to finalize its assessments over the impact that these standards may have on its consolidated financial statements and disclosures. As a result of adopting this standard, the Company plans to implement additional processes and controls, including additional disclosures, to comply with the new 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 consolidated 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 consolidated financial statements.

Fair Value Measurements

9 Months Ended

Sep. 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 September 30, 2017		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Money market funds and cash equivalents	$	42,032	$	—	$	42,032	$	—
Marketable securities	85,795		—		85,795		—

	$	127,827	$	—	$	127,827	$	—


Liabilities:
Kolltan acquisition contingent consideration	$	44,000	$	—	$	—	$	44,000

	$	44,000	$	—	$	—	$	44,000

	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 following table reflects the activity for the Company’s contingent consideration liabilities measured at fair value using Level 3 inputs for the nine months ended September 30, 2017 (in thousands):

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

Balance at September 30, 2017	$	44,000

The valuation technique used to measure fair value of the Company’s Level 3 liabilities, which consist of contingent consideration related to the acquisition of Kolltan in 2016 (Note 11), was primarily an income approach. 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 significant unobservable inputs used in the fair value measurement of the contingent consideration are estimates including probability of success, discount rates and amount of time until the conditions of the milestone payments are met.

During the three and nine months ended September 30, 2017, the Company recorded a $4.6 million and a $0.2 million gain on fair value remeasurement of contingent consideration, respectively, primarily due to a reduction in fair value attributed to the milestones related to the Company’s anti-KIT program and partially offset by losses related to changes in discount rates and the passage of time affecting remaining milestones. The Company’s anti-KIT program includes CDX-0158 and CDX-0159, a variant of CDX-0158. CDX-0159 is being fully developed in-house with the intention of replacing CDX-0158 in clinical development. The Company expects manufacturing and IND-enabling efforts for CDX-0159 will be completed in 2018.

The Company did not have any transfers of assets or liabilities between the fair value measurement classifications during the nine months ended September 30, 2017.

- 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

9 Months Ended

Sep. 30, 2017

Marketable Securities

Marketable Securities

(4) Marketable Securities

The following is a summary of marketable securities, classified as available-for-sale:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
September 30, 2017
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	13,725	$	5	$	(3	)	$	13,727
Maturing after one year through three years	—		—		—			—

Total U.S. government and municipal obligations	$	13,725	$	5	$	(3	)	$	13,727

Corporate debt securities
Maturing in one year or less	$	72,078	$	3	$	(13	)	$	72,068
Maturing after one year through three years	—		—		—			—

Total corporate debt securities	$	72,078	$	3	$	(13	)	$	72,068

Total marketable securities	$	85,803	$	8	$	(16	)	$	85,795


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 Company holds investment grade marketable securities and none were considered to be other-than-temporarily impaired as of September 30, 2017. Marketable securities include $0.3 million and $0.6 million in accrued interest at September 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

9 Months Ended

Sep. 30, 2017

Intangible Assets and Goodwill

Intangible Assets and Goodwill

(5) Intangible Assets and Goodwill

Intangible Assets, Net

The table below presents information for the Company’s finite-lived intangible assets that are subject to amortization and indefinite-lived intangible assets:

		September 30, 2017							December 31, 2016
	Estimated Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)
Finite-lived Intangible Assets:
License Rights	16 years	$	14,500	$	(7,175	)	$	7,325	$	14,500	$	(6,503	)	$	7,997

Indefinite-lived Intangible Assets:
IPR&D	Indefinite	60,490		—			60,490		73,490		—			73,490

Total Intangible Assets, Net		$	74,990	$	(7,175	)	$	67,815	$	87,990	$	(6,503	)	$	81,487

Indefinite-lived intangible assets consist of acquired in-process research and development (“IPR&D”) related to the development of glembatumumab vedotin acquired in connection with the CuraGen acquisition and the development of the anti-KIT program, CDX-3379 and the TAM programs acquired in connection with the Kolltan acquisition. As of September 30, 2017, no IPR&D asset had reached technological feasibility nor did any have alternative future uses.

The Company performs an impairment test on IPR&D assets at least annually, or more frequently if events or changes in circumstances indicate that IPR&D assets may be impaired. During the three and nine months ended September 30, 2017, the Company recorded a non-cash partial impairment charge of $13.0 million on the anti-KIT program IPR&D assets acquired from Kolltan. The Company determined that changes in projected development and regulatory timelines related to the anti-KIT program taken together constituted a triggering event that required the Company to evaluate the intangible asset for impairment. As part of this evaluation, the present value of probability adjusted estimated net future cash flows was used to determine the fair value of the program and compared to the carrying value of the program. As a result of this impairment assessment, the Company concluded that a non-cash partial impairment charge of $13.0 million on the anti-KIT program IPR&D asset acquired from Kolltan be recorded for the three and nine months ended September 30, 2017 for the amount the fair value of the anti-KIT program exceeded its carrying amount.

Due to the nature of IPR&D projects, the Company may experience future delays or failures to obtain regulatory approvals to conduct clinical trials, failures of such clinical trials or other failures to achieve a commercially viable product, and as a result, may recognize further impairment losses in the future.

Goodwill

There have been no changes to the carrying amount of goodwill during the nine months ended September 30, 2017. The Company performs an annual impairment test of goodwill as of July 1 each year. The Company tested goodwill for impairment as of July 1, 2017 and concluded that goodwill was not impaired.

- 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

9 Months Ended

Sep. 30, 2017

Other Long-Term Liabilities

Other Long-Term Liabilities

(6) Other Long-Term Liabilities

Other long-term liabilities include the following:

	September 30, 2017			December 31, 2016
	(In thousands)
Deferred Rent	$	669		$	398
Net Deferred Tax Liabilities related to IPR&D	22,854			28,054
Deferred Income from Sale of Tax Benefits	8,940			9,436
Accrued Lease Restructuring	854			1,154
Long-Term Severance	100			539
Contingent Milestones	44,000			44,200
Deferred Revenue	3,726			3,749

Total	81,143			87,530
Less Current Portion	(5,792		)	(4,826		)

Long-Term Portion	$	75,351		$	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 recognized $0.0 million and $0.5 million in other income related to the sale of these tax benefits for the three and nine months ended September 30, 2017, respectively, and $0.0 million and $0.6 million during the three and nine months ended September 30, 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. In October 2017, the Company entered into a sublease agreement for the Needham Expansion. 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 nine months ended September 30, 2017 is presented below (in thousands):

	Accrued Lease Restructuring
Balance at December 31, 2016	$	1,154
Expense	170
Payments	(470		)

Balance at September 30, 2017	$	854

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2017
Stockholders' Equity
Stockholders' Equity	(7) Stockholders’ Equity In May 2016, the Company and Cantor Fitzgerald & Co. (“Cantor”) entered into a controlled equity offering sales agreement (“2016 Cantor Agreement”) 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 nine months ended September 30, 2017, the Company issued 11,326,363 shares of its common stock under the 2016 Cantor Agreement resulting in net proceeds to the Company of $32.6 million, after deducting commission and offering expenses. At September 30, 2017, the Company had $11.7 million remaining in aggregate gross offering price available under the 2016 Cantor Agreement. In October 2017, the Company completed sales under the 2016 Cantor Agreement and issued 3,871,709 shares of its common stock resulting in net proceeds to the Company of $11.3 million.

- 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
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+ Details

Stock-Based Compensation

9 Months Ended

Sep. 30, 2017

Stock-Based Compensation

Stock-Based Compensation

(8) Stock-Based Compensation

A summary of stock option activity for the nine months ended September 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	2,309,900		$	2.34
Exercised	—		$	—
Canceled	(945,792	)	$	9.21

Options Outstanding at September 30, 2017	11,582,818		$	9.54	5.9

Options Vested and Expected to Vest at September 30, 2017	11,460,583		$	9.59	5.8
Options Exercisable at September 30, 2017	7,360,799		$	11.05	4.1
Shares Available for Grant Under the 2008 Plan	7,780,663

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

	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(In thousands)
Research and development	$	1,546	$	2,042	$	5,310	$	5,866
General and administrative	1,193		1,754		4,418		5,843

Total stock-based compensation expense	$	2,739	$	3,796	$	9,728	$	11,709

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

	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
Expected stock price volatility	76	%	76	%	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	%	1.4	%	2.0 — 2.3	%	1.4 — 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

9 Months Ended

Sep. 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 nine months ended September 30, 2017 are summarized below:

	Unrealized (Loss) Gain on Marketable Securities			Foreign Currency Items		Total
	(In thousands)
Balance at December 31, 2016	$	(55	)	$	2,596	$	2,541
Other comprehensive gain	47			—		47

Balance at September 30, 2017	$	(8	)	$	2,596	$	2,588

No amounts were reclassified out of accumulated other comprehensive income during the nine months ended September 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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+ Details

Revenue	9 Months Ended
Revenue	Sep. 30, 2017
Revenue
Revenue	(10) Revenue 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 $1.4 million in revenue related to the Rockefeller agreement during the three and nine months ended September 30, 2017, respectively, and $1.1 million and $1.8 million during the three and nine months ended September 30, 2016, respectively. 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 $0.9 million and $2.1 million in revenue related to the BMS agreement during the three and nine months ended September 30, 2017, respectively, and $0.5 million and $1.5 million during the three and nine months ended September 30, 2016, respectively. International AIDS Vaccine Initiative (IAVI) In 2017, the Company entered into an agreement with IAVI pursuant to which the Company performs research and development and manufacturing services for IAVI outlined under subsequently negotiated task orders. Revenue is recognized as services are performed under the negotiated task orders. The Company recorded $1.7 million and $4.0 million in revenue related to the IAVI agreement during the three and nine months ended September 30, 2017, respectively. Frontier Biotechnologies, Inc. (Frontier) In 2017, the Company entered into an agreement with Frontier pursuant to which the Company performs research and development and manufacturing services for Frontier outlined under subsequently negotiated task orders. Revenue is recognized as services are performed under the negotiated task orders. The Company recorded $0.6 million in revenue related to the Frontier agreement during both the three and nine months ended September 30, 2017.

Kolltan Acquisition

9 Months Ended

Sep. 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 nine months ended September 30, 2017, the Company issued 91,749 shares of its common stock and at September 30, 2017, the Company’s remaining obligation is to issue 125,123 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 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

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 nine months ended September 30, 2016 would have been $35.5 million and $120.4 million, respectively, or $(0.30) and $(1.02) 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

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+ Details

Income Taxes	9 Months Ended
Income Taxes	Sep. 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 September 30, 2017 and December 31, 2016 against the Company’s net deferred tax assets. As of September 30, 2017 and December 31, 2016, the Company had $22.9 million and $28.1 million of deferred tax liabilities, net recorded on the balance sheet primarily associated with temporary differences related to the Company’s IPR&D assets. The $5.2 million decrease in deferred tax liabilities, net during the three and nine months ended September 30, 2017 was due to the partial impairment of the anti-KIT program IPR&D assets.

Net Loss Per Share

9 Months Ended

Sep. 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:

	Nine months ended September 30,
	2017	2016

Stock options	11,582,818	10,150,598
Restricted stock	96,668	60,000

	11,679,486	10,210,598

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 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 consolidated financial statements 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. During the fourth quarter of 2017, the Company plans to finalize its assessments over the impact that these standards may have on its consolidated financial statements and disclosures. As a result of adopting this standard, the Company plans to implement additional processes and controls, including additional disclosures, to comply with the new 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 consolidated 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 consolidated financial statements.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Measurements

Schedule of financial assets and liabilities subject to fair value measurements

	As of September 30, 2017		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Money market funds and cash equivalents	$	42,032	$	—	$	42,032	$	—
Marketable securities	85,795		—		85,795		—

	$	127,827	$	—	$	127,827	$	—


Liabilities:
Kolltan acquisition contingent consideration	$	44,000	$	—	$	—	$	44,000

	$	44,000	$	—	$	—	$	44,000

	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 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	(200		)

Balance at September 30, 2017	$	44,000

Marketable Securities (Tables)

9 Months Ended

Sep. 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)
September 30, 2017
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	13,725	$	5	$	(3	)	$	13,727
Maturing after one year through three years	—		—		—			—

Total U.S. government and municipal obligations	$	13,725	$	5	$	(3	)	$	13,727

Corporate debt securities
Maturing in one year or less	$	72,078	$	3	$	(13	)	$	72,068
Maturing after one year through three years	—		—		—			—

Total corporate debt securities	$	72,078	$	3	$	(13	)	$	72,068

Total marketable securities	$	85,803	$	8	$	(16	)	$	85,795


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)

9 Months Ended

Sep. 30, 2017

Intangible Assets and Goodwill

Schedule of finite-lived intangible assets subject to amortization and indefinite-lived assets

		September 30, 2017							December 31, 2016
	Estimated Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)
Finite-lived Intangible Assets:
License Rights	16 years	$	14,500	$	(7,175	)	$	7,325	$	14,500	$	(6,503	)	$	7,997

Indefinite-lived Intangible Assets:
IPR&D	Indefinite	60,490		—			60,490		73,490		—			73,490

Total Intangible Assets, Net		$	74,990	$	(7,175	)	$	67,815	$	87,990	$	(6,503	)	$	81,487

Other Long-Term Liabilities (Tables)

9 Months Ended

Sep. 30, 2017

Other Long-Term Liabilities

Schedule of other long-term liabilities

	September 30, 2017			December 31, 2016
	(In thousands)
Deferred Rent	$	669		$	398
Net Deferred Tax Liabilities related to IPR&D	22,854			28,054
Deferred Income from Sale of Tax Benefits	8,940			9,436
Accrued Lease Restructuring	854			1,154
Long-Term Severance	100			539
Contingent Milestones	44,000			44,200
Deferred Revenue	3,726			3,749

Total	81,143			87,530
Less Current Portion	(5,792		)	(4,826		)

Long-Term Portion	$	75,351		$	82,704

Schedule of activity related to accrued lease restructuring

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

	Accrued Lease Restructuring
Balance at December 31, 2016	$	1,154
Expense	170
Payments	(470		)

Balance at September 30, 2017	$	854

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 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	2,309,900		$	2.34
Exercised	—		$	—
Canceled	(945,792	)	$	9.21

Options Outstanding at September 30, 2017	11,582,818		$	9.54	5.9

Options Vested and Expected to Vest at September 30, 2017	11,460,583		$	9.59	5.8
Options Exercisable at September 30, 2017	7,360,799		$	11.05	4.1
Shares Available for Grant Under the 2008 Plan	7,780,663

Schedule of stock-based compensation expense

	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(In thousands)
Research and development	$	1,546	$	2,042	$	5,310	$	5,866
General and administrative	1,193		1,754		4,418		5,843

Total stock-based compensation expense	$	2,739	$	3,796	$	9,728	$	11,709

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

	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
Expected stock price volatility	76	%	76	%	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	%	1.4	%	2.0 — 2.3	%	1.4 — 1.6	%
Expected dividend yield	None		None		None		None

Accumulated Other Comprehensive Income (Tables)

9 Months Ended

Sep. 30, 2017

Accumulated Other Comprehensive Income

Summary of changes in accumulated other comprehensive income

	Unrealized (Loss) Gain on Marketable Securities			Foreign Currency Items		Total
	(In thousands)
Balance at December 31, 2016	$	(55	)	$	2,596	$	2,541
Other comprehensive gain	47			—		47

Balance at September 30, 2017	$	(8	)	$	2,596	$	2,588

Kolltan Acquisition (Tables)

9 Months Ended

Sep. 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)

9 Months Ended

Sep. 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

	Nine months ended September 30,
	2017	2016

Stock options	11,582,818	10,150,598
Restricted stock	96,668	60,000

	11,679,486	10,210,598

Basis of Presentation - (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Basis of Presentation - (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Basis of Presentation
Cash, cash equivalents and marketable securities	$ 140,500		$ 140,500
Net Loss	$ (26,363)	$ (29,598)	(89,190)	$ (96,223)
Net cash used in operations			$ 80,410	$ 92,687

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) - Fair Value Measurements - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Level 2
Assets:
Money market funds and cash equivalents	$ 42,032	$ 20,445
Marketable securities	85,795	147,315
Total financial assets at fair value	127,827	167,760
Level 3
Liabilities:
Kolltan acquisition contingent consideration	44,000	44,200
Total financial liabilities at fair value	44,000	44,200
Fair value
Assets:
Money market funds and cash equivalents	42,032	20,445
Marketable securities	85,795	147,315
Total financial assets at fair value	127,827	167,760
Liabilities:
Kolltan acquisition contingent consideration	44,000	44,200
Total financial liabilities at fair value	$ 44,000	$ 44,200

Fair Value Measurements - Contingent Consideration Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Roll-forward of acquisition-related contingent consideration
Fair value adjustments included in operating expenses	$ (4,600)	$ (200)
Fair value \| Level 3 \| Other Long-Term Liabilities
Roll-forward of acquisition-related contingent consideration
Balance at beginning of period		44,200
Fair value adjustments included in operating expenses		(200)
Balance at end of period	$ 44,000	$ 44,000

Fair Value Measurements - Additional information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017	Nov. 29, 2016
Fair value measurements
Gain on Fair Value Remeasurement of Contingent Consideration	$ 4,600	$ 200
Kolltan \| Specified development, regulatory approvals or sales-based milestones
Fair value measurements
Milestone payments			$ 172,500
Fair value
Fair value measurements
Assets level 1 to level 2 transfers	0	0
Assets level 2 to level 1 transfers	0	0
Liabilities level 1 to level 2 transfers	0	0
Liabilities level 2 to level 1 transfers	$ 0	0
Asset transfer out of level 3		0
Asset transfer into level 3		0
Liabilities transfers out of level 3		0
Liabilities transfers into level 3		$ 0

Marketable Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Amortized Cost
Amortized cost	$ 85,803	$ 147,370
Gross Unrealized Gains
Gross Unrealized Gains	8	13
Gross Unrealized Losses
Gross Unrealized Losses	(16)	(68)
Fair Value
Fair Value	85,795	147,315
Other-than-temporarily impairment	0
Accrued interest	300	600
U.S government and municipal obligations
Amortized Cost
Maturing in one year or less	13,725	52,754
Maturing after one year through three years		296
Amortized cost	13,725	53,050
Gross Unrealized Gains
Maturing in one year or less	5	5
Maturing after one year through three years		8
Gross Unrealized Gains	5	13
Gross Unrealized Losses
Maturing in one year or less	(3)	(12)
Gross Unrealized Losses	(3)	(12)
Fair Value
Maturing in one year or less	13,727	52,747
Maturing after one year through three years		304
Fair Value	13,727	53,051
Corporate debt securities
Amortized Cost
Maturing in one year or less	72,078	94,320
Amortized cost	72,078	94,320
Gross Unrealized Gains
Maturing in one year or less	3
Gross Unrealized Gains	3
Gross Unrealized Losses
Maturing in one year or less	(13)	(56)
Gross Unrealized Losses	(13)	(56)
Fair Value
Maturing in one year or less	72,068	94,264
Fair Value	$ 72,068	$ 94,264

Intangible Assets and Goodwill (Details) - USD ($)	3 Months Ended	9 Months Ended
Intangible Assets and Goodwill (Details) - USD ($)	Sep. 30, 2017	Sep. 30, 2017	Dec. 31, 2016
Intangible Assets and Goodwill
Changes to carrying amount of goodwill		$ 0
Finite-lived intangible asset
Accumulated Amortization	$ (7,175,000)	(7,175,000)	$ (6,503,000)
Total Intangible Assets
Gross carrying amount of total intangible assets, net	74,990,000	74,990,000	87,990,000
Net carrying amount of total intangible assets, net	67,815,000	67,815,000	81,487,000
In-Process Research and Development Impairment	13,000,000	$ 13,000,000
License Rights
Finite-lived intangible asset
Estimated Life		16 years
Gross carrying amount finite-lived	14,500,000	$ 14,500,000	14,500,000
Accumulated Amortization	(7,175,000)	(7,175,000)	(6,503,000)
Net carrying amount finite-lived	7,325,000	7,325,000	7,997,000
IPR&D
Indefinite-lived intangible assets:
Gross carrying amount of indefinite-lived	60,490,000	60,490,000	73,490,000
Net carrying amount of indefinite-lived	60,490,000	60,490,000	$ 73,490,000
Kolltan \| IPR&D
Total Intangible Assets
In-Process Research and Development Impairment	$ 13,000,000	$ 13,000,000

Other Long-Term Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Other Long-Term Liabilities
Deferred Rent	$ 669	$ 398
Net Deferred Tax Liabilities related to IPR&D	22,854	28,054
Deferred Income from Sale of Tax Benefits	8,940	9,436
Accrued Lease Restructuring	854	1,154
Long-Term Severance	100	539
Contingent Milestones	44,000	44,200
Deferred Revenue	3,726	3,749
Total	81,143	87,530
Less Current Portion	(5,792)	(4,826)
Long-Term Portion	$ 75,351	$ 82,704

Other Long-Term Liabilities- NJ Tax (Details) - USD ($) $ in Thousands	1 Months Ended				3 Months Ended		9 Months Ended
	Nov. 30, 2015	Dec. 31, 2014	Jan. 31, 2014	Jan. 31, 2013	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Investment and Other Income, Net					$ 398	$ 395	$ 1,611	$ 1,841
New Jersey Tax Benefit
Amount of tax benefit	$ 9,800	$ 1,900	$ 1,100	$ 800
Proceeds from sale of tax credits	$ 9,200	$ 1,800	$ 1,000	$ 800
Base of operations requirement (in years)							5 years
Investment and Other Income, Net					$ 0	$ 0	$ 500	$ 600

Other Long-Term Liabilities - Lease Restructure (Details) $ in Thousands	1 Months Ended	9 Months Ended
	Mar. 31, 2017 USD ($)	Sep. 30, 2017 USD ($)	Dec. 31, 2016 ft²
Accrued Lease Restructuring
Beginning Balance		$ 1,154
Expense		170
Payments		(470)
Ending Balance		$ 854
Needham Massachusetts, non occupancy
Lease Restructuring
Expansion space (in square feet) \| ft²			11,500
General and administrative \| Branford, CT lease termination
Accrued Lease Restructuring
Expense	$ 200

Stockholders' Equity (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
Stockholders' Equity (Details) - USD ($) $ in Thousands	Oct. 31, 2017	Sep. 30, 2017	Sep. 30, 2016	May 31, 2016
Stockholders' Equity
Net proceeds from sale of common stock		$ 32,642	$ 10,666
Controlled Equity Offering Sales Agreement \| Common Stock
Stockholders' Equity
Aggregate offering price of common stock				$ 60,000
Common stock issued (in shares)		11,326,363
Net proceeds from sale of common stock		$ 32,600
Aggregate gross offering price available		$ 11,700
Controlled Equity Offering Sales Agreement \| Common Stock \| Subsequent Event
Stockholders' Equity
Common stock issued (in shares)	3,871,709
Net proceeds from sale of common stock	$ 11,300

Stock-Based Compensation - Summary of Plans (Details) - Stock options - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Shares
Options Outstanding at beginning of the period (in shares)	10,218,710
Granted (in shares)	2,309,900
Canceled (in shares)	(945,792)
Options Outstanding at the end of the period (in shares)	11,582,818	10,218,710
Options Vested and Expected to Vest at the end of the period (in shares)	11,460,583
Options Exercisable at the end of the period (in shares)	7,360,799
Shares Available for Grant Under the 2008 Plan	7,780,663
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)	9.21
Options Outstanding at the end of the period (in dollars per share)	9.54	$ 11.14
Options Vested and Expected to Vest at the end of the period (in dollars per share)	9.59
Options Exercisable at the end of the period (in dollars per share)	$ 11.05
Weighted Average Remaining Contractual Term (In Years)
Options Outstanding at the end of the period	5 years 10 months 24 days	6 years 6 months
Options Vested and Expected to Vest at the end of the period	5 years 9 months 18 days
Options Exercisable at the end of the period	4 years 1 month 6 days
Weighted average grant-date fair value (in dollars per share)	$ 1.57

Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Stock-based compensation expense
Total stock-based compensation expense	$ 2,739	$ 3,796	$ 9,728	$ 11,709
Research and development
Stock-based compensation expense
Total stock-based compensation expense	1,546	2,042	5,310	5,866
General and administrative
Stock-based compensation expense
Total stock-based compensation expense	$ 1,193	$ 1,754	$ 4,418	$ 5,843

Stock-Based Compensation - Valuation (Details) - Stock options	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Black-Scholes option with following assumptions:
Expected stock price volatility (as a percent)	76.00%	76.00%
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)	2.00%	1.40%
Risk-free interest rate, minimum (as a percent)			2.00%	1.40%
Risk-free interest rate, maximum (as a percent)			2.30%	1.60%
Expected dividend yield (as a percent)	0.00%	0.00%	0.00%	0.00%

Accumulated Other Comprehensive Income (Details) $ in Thousands	9 Months Ended
	Sep. 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 September 30, 2017	219,152
Unrealized (Loss) Gain on Marketable Securities
Changes in accumulated other comprehensive income
Balance at December 31, 2016	(55)
Other comprehensive gain	47
Balance at September 30, 2017	(8)
Foreign Currency Items
Changes in accumulated other comprehensive income
Balance at December 31, 2016	2,596
Balance at September 30, 2017	2,596
Accumulated Other Comprehensive Income
Changes in accumulated other comprehensive income
Balance at December 31, 2016	2,541
Other comprehensive gain	47
Balance at September 30, 2017	$ 2,588

Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2014	Dec. 31, 2016
Revenue
Deferred revenue	$ 3,726		$ 3,726			$ 3,749
Revenues	3,924	$ 2,220	9,287	$ 4,913
Rockefeller
Revenue
Revenues	300	1,100	1,400	1,800
Bristol-Myers Squibb Company
Revenue
Estimated performance period (in years)					5 years
Deferred revenue					$ 5,000
Reimbursement of external costs incurred by the company (as a percent)					50.00%
Revenues	900	$ 500	2,100	$ 1,500
International AIDS Vaccine Initiative
Revenue
Revenues	1,700		4,000
Frontier Biotechnologies Inc
Revenue
Revenues	$ 600		$ 600

Kolltan Acquisition- Purchase Price (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Nov. 29, 2016	Sep. 30, 2017	Dec. 31, 2016
Acquisition-date fair value of consideration transferred
Fair value of contingent consideration		$ 44,000	$ 44,200
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)		91,749
Remaining obligation (in shares)		125,123
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
Kolltan \| Specified development, regulatory approvals or sales-based milestones
Kolltan Acquisition
Milestone payments	$ 172,500

Kolltan Acquisition - Allocations of Assets and Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2017	Dec. 31, 2016	Nov. 29, 2016
Summary of fair values of assets acquired and liabilities assumed
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
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	$ (35,500)	$ (120,400)
Basic and Diluted Net Loss Per Common Share	$ (0.3)	$ (1.02)

Income Taxes (Details) $ in Thousands	3 Months Ended	9 Months Ended
Income Taxes (Details) $ in Thousands	Sep. 30, 2017 USD ($) state	Sep. 30, 2017 USD ($) state	Dec. 31, 2016 USD ($)
Income Taxes
Number of states in which the entity primarily operates or has operated and has income tax nexus \| state	3	3
Net Deferred Tax Liabilities related to In-Process Research and Development	$ 22,854	$ 22,854	$ 28,054
Decrease in deferred tax liabilities	$ (5,200)	$ (5,200)

Net Loss Per Share (Details) - shares	9 Months Ended
Net Loss Per Share (Details) - shares	Sep. 30, 2017	Sep. 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	11,679,486	10,210,598
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	11,582,818	10,150,598
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