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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2018	Oct. 31, 2018
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, 2018
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		172,465,567
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current Assets:
Cash and Cash Equivalents	$ 32,823	$ 40,288
Marketable Securities	72,795	99,139
Accounts and Other Receivables	3,175	1,880
Prepaid and Other Current Assets	2,176	3,449
Total Current Assets	110,969	144,756
Property and Equipment, Net	6,699	10,372
Intangible Assets, Net	48,690	67,591
Other Assets	1,929	1,929
Goodwill		90,976
Total Assets	168,287	315,624
Current Liabilities:
Accounts Payable	2,311	1,715
Accrued Expenses	9,614	19,455
Current Portion of Long-Term Liabilities	4,926	6,566
Total Current Liabilities	16,851	27,736
Other Long-Term Liabilities	23,302	51,519
Total Liabilities	40,153	79,255
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, 2018 and December 31, 2017
Common Stock, $.001 Par Value; 297,000,000 Shares Authorized; 168,575,504 and 138,520,404 Shares Issued and Outstanding at September 30, 2018 and December 31, 2017, Respectively	169	139
Additional Paid-In Capital	1,078,419	1,046,183
Accumulated Other Comprehensive Income	2,582	2,564
Accumulated Deficit	(953,036)	(812,517)
Total Stockholders' Equity	128,134	236,369
Total Liabilities and Stockholders' Equity	$ 168,287	$ 315,624

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
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	168,575,504	138,520,404
Common Stock, Shares Outstanding	168,575,504	138,520,404

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
REVENUES:
Total Revenues	$ 941	$ 3,924	$ 7,774	$ 9,287
OPERATING EXPENSES:
Research and Development	11,918	21,915	55,242	72,707
General and Administrative	3,722	5,346	14,936	19,109
Goodwill Impairment			90,976
Intangible Asset Impairment		13,000	18,677	13,000
Gain on Fair Value Remeasurement of Contingent Consideration	(6,935)	(4,600)	(27,968)	(200)
Amortization of Acquired Intangible Assets	0	224	224	672
Total Operating Expenses	8,705	35,885	152,087	105,288
Operating Loss	(7,764)	(31,961)	(144,313)	(96,001)
Investment and Other Income, Net	521	398	1,767	1,611
Net Loss Before Income Tax Benefit	(7,243)	(31,563)	(142,546)	(94,390)
Income Tax Benefit		5,200	765	5,200
Net Loss	$ (7,243)	$ (26,363)	$ (141,781)	$ (89,190)
Basic and Diluted Net Loss Per Common Share (in dollars per share)	$ (0.04)	$ (0.20)	$ (0.94)	$ (0.71)
Shares Used in Calculating Basic and Diluted Net Loss Per Share (in shares)	163,679	129,640	150,636	125,856
COMPREHENSIVE LOSS:
Net Loss	$ (7,243)	$ (26,363)	$ (141,781)	$ (89,190)
Other Comprehensive Income (Loss):
Unrealized Gain (Loss) on Marketable Securities	(8)	11	18	47
Comprehensive Loss	(7,251)	(26,352)	(141,763)	(89,143)
Product Development and Licensing Agreements
REVENUES:
Total Revenues	131	1,238	2,792	2,488
Contracts and Grants
REVENUES:
Total Revenues	$ 810	$ 2,686	$ 4,982	$ 6,799

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash Flows From Operating Activities:
Net Loss	$ (141,781)	$ (89,190)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation and Amortization	2,856	3,392
Amortization of Intangible Assets	224	672
Amortization and Premium of Marketable Securities, Net	(666)	(171)
Loss on Sale or Disposal of Assets	1,170	6
Goodwill Impairment	90,976
Intangible Asset Impairment	18,677	13,000
Gain on Fair Value Remeasurement of Contingent Consideration	(27,968)	(200)
Non-Cash Income Tax Benefit	(765)	(5,200)
Stock-Based Compensation Expense	6,329	9,728
Changes in Operating Assets and Liabilities:
Accounts and Other Receivables	(790)	(1,229)
Prepaid and Other Current Assets	1,545	525
Other Assets		132
Accounts Payable and Accrued Expenses	(9,246)	(10,888)
Other Liabilities	(366)	(987)
Net Cash Used in Operating Activities	(59,805)	(80,410)
Cash Flows From Investing Activities:
Sales and Maturities of Marketable Securities	178,335	183,683
Purchases of Marketable Securities	(151,558)	(122,235)
Acquisition of Property and Equipment	(651)	(1,598)
Proceeds from Sale or Disposal of Assets	342
Net Cash Provided by Investing Activities	26,468	59,850
Cash Flows From Financing Activities:
Net Proceeds from Stock Issuances	25,453	32,642
Proceeds from Issuance of Stock from Employee Benefit Plans	419	192
Net Cash Provided by Financing Activities	25,872	32,834
Net (Decrease) Increase in Cash and Cash Equivalents	(7,465)	12,274
Cash and Cash Equivalents at Beginning of Period	40,288	42,461
Cash and Cash Equivalents at End of Period	32,823	54,735
Non-cash Investing Activities
Accrued construction in progress	86	75
Non-cash Supplemental Disclosure
Shares issued to former Kolltan executive for settlement of severance	$ 65	$ 302

Significant Accounting Policies	9 Months Ended
Significant Accounting Policies	Sep. 30, 2018
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 three and nine months ended September 30, 2018 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, 2017, except as it relates to the adoption of new accounting standards during the first nine months of 2018 as discussed below. Newly Adopted Accounting Pronouncements On January 1, 2018, the Company adopted the new U.S. GAAP standard "Revenue from Contracts with Customers" using a modified retrospective application method, recognizing an immaterial cumulative-effect adjustment to accumulated deficit. The Company applied the new guidance to (i) contracts not completed as of the date of adoption and (ii) all new revenue contracts entered into after January 1, 2018. Refer to Note 11 "Revenue” for additional details on this adoption and the Company’s updated revenue accounting policy and disclosures. On January 1, 2018, the Company adopted a U.S. GAAP standard update "Classification of Certain Cash Receipts and Cash Payments" which clarifies the classification of certain cash receipts and payments in the statement of cash flows. The adoption of this new standard did not impact the Company's consolidated financial statements. On July 1, 2018, the Company adopted a U.S. GAAP standard that aligns the accounting for share-based payment awards issued to employees and nonemployees. Under the new guidance, the existing employee guidance is applied to nonemployee share-based transactions. The adoption of this new standard did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company's consolidated financial statements upon adoption. 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 Company will adopt the new guidance for its fiscal year beginning January 1, 2019 and expects to use the modified retrospective transition method, which requires the Company to apply the standard as of the effective date and does not require restatement of prior periods. The Company does not expect that this standard will have a material impact on its Consolidated Statement of Operations and Comprehensive Loss or Statement of Cash Flow, however the Company expects that adoption of this standard will result in the recognition of material right-of-use assets and lease liabilities on its Consolidated Balance Sheet. In August 2018, the SEC issued a final rule amending certain disclosure requirements including expanding the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the consolidated balance sheet must be provided in a note or separate statement. This final rule will be effective for the quarter ended March 31, 2019. The Company is currently evaluating the impact of the final rule on its consolidated financial statements and related disclosures. In August 2018, the FASB issued amendments that modify certain disclosure requirements for fair value measurements. The amendments become effective for our fiscal year, including interim periods, beginning January 1, 2020. Early adoption, of all the amendments or only the provisions that eliminate or modify the requirements, is permitted. The adoption of this new guidance is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.

Fair Value Measurements

9 Months Ended

Sep. 30, 2018

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, 2018		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Money market funds and cash equivalents	$	24,145		—	$	24,145		—
Marketable securities		72,795		—		72,795		—
	$	96,940		—	$	96,940		—
Liabilities:
Kolltan acquisition contingent consideration	$	15,432		—		—	$	15,432
	$	15,432		—		—	$	15,432


	As of
	December 31, 2017		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Money market funds and cash equivalents	$	24,061		—	$	24,061		—
Marketable securities		99,139		—		99,139		—
	$	123,200		—	$	123,200		—
Liabilities:
Kolltan acquisition contingent consideration	$	43,400		—		—	$	43,400
	$	43,400		—		—	$	43,400

The Company’s financial assets consist mainly of money market funds 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, 2018 (in thousands):


	Other Liabilities:
	Contingent
	Consideration
Balance at December 31, 2017	$	43,400
Fair value adjustments included in operating expenses		(27,968)
Balance at September 30, 2018	$	15,432

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, was primarily an income approach. The Company may be required to pay future consideration of up to $162.5 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 months ended September 30, 2018, the Company recorded a $6.9 million gain on fair value remeasurement of contingent consideration primarily due to lower probability that milestones related to our anti-KIT program would be triggered by the Company’s current anti-KIT program development. During the nine months ended September 30, 2018, the Company recorded a $28.0 million gain on fair value remeasurement of contingent consideration primarily due to discontinuation of the Glemba and CDX-014 programs, updated assumptions for the varlilumab program, and lower probability that milestones related to our anti-KIT program would be triggered by the Company’s current anti-KIT program development. During the three and nine months ended September 30, 2017, the Company recorded a $4.6 million and $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 did not have any transfers of assets or liabilities between the fair value measurement classifications during the nine months ended September 30, 2018.

- 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, 2018

Marketable Securities

Marketable Securities

(4) Marketable Securities

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


	Gross Unrealized
	Amortized						Fair
	Cost		Gains		Losses		Value
	(In thousands)
September 30, 2018
U.S. government and municipal obligations (maturing in one year or less)	$	22,318	$	—	$	(7)	$	22,311
Corporate debt securities (maturing in one year or less)		50,491		—		(7)		50,484
Total Marketable Securities	$	72,809	$	—	$	(14)	$	72,795

December 31, 2017
U.S. government and municipal obligations (maturing in one year or less)	$	26,164	$	3	$	(9)	$	26,158
Corporate debt securities (maturing in one year or less)		73,007		1		(27)		72,981
Total Marketable Securities	$	99,171	$	4	$	(36)	$	99,139

The Company holds investment-grade marketable securities, and none were in a continuous unrealized loss position for more than twelve months as of September 30, 2018 and December 31, 2017. The unrealized losses are attributable to changes in interest rates and the Company does not believe any unrealized losses represent other-than-temporary impairments.

Marketable securities include $0.1 million and $0.3 million in accrued interest at September 30, 2018 and December 31, 2017, respectively.

Intangible Assets and Goodwill

9 Months Ended

Sep. 30, 2018

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:


	Gross Carrying		Accumulated		Accumulated		Net Carrying
	Amount		Amortization		Impairments		Amount
	(In thousands)
September 30, 2018
Finite-lived Intangible Assets:
License Rights	$	14,500	$	(7,623)	$	(6,877)	$	—
Indefinite-lived Intangible Assets:
IPR&D		60,490		—		(11,800)		48,690
Total Intangible Assets, Net	$	74,990	$	(7,623)	$	(18,677)	$	48,690

December 31, 2017
Finite-lived Intangible Assets:
License Rights	$	14,500	$	(7,399)	$	—	$	7,101
Indefinite-lived Intangible Assets:
IPR&D		60,490		—		—		60,490
Total Intangible Assets, Net	$	74,990	$	(7,399)	$	—	$	67,591

Finite-lived intangible assets consist solely of license rights amended under a 2009 agreement with Amgen Fremont related to developing and commercializing Glemba. As a result of the discontinuation of the Glemba program, the Company recorded a non-cash impairment charge of $6.9 million during the first quarter of 2018. Amortization expense related to this finite-lived intangible asset was $0.0 million and $0.2 million for the three and nine month periods ended September 30, 2018, respectively, and $0.2 million and $0.7 million for the three and nine month periods ended September 30, 2017, respectively.

Indefinite-lived intangible assets consist of acquired in-process research and development (“IPR&D”) related to the development of CDX-3379, the anti-KIT program and the TAM program. 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. As a result of the discontinuation of the Glemba program, the Company recorded a non-cash impairment charge of $11.8 million during the first quarter of 2018. CDX-3379 is in Phase 2 development. The anti-KIT and TAM programs are in preclinical development. As of September 30, 2018, none of the remaining IPR&D assets had reached technological feasibility nor did any have alternative future uses. 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

The changes in the carrying amount of goodwill for the nine months ended September 30, 2018 were as follows:


	Goodwill
	(In thousands)
Balance at December 31, 2017	$	90,976
Goodwill Impairment		(90,976)
Balance at September 30, 2018	$	—

The Company evaluated goodwill for potential impairment due to the METRIC failure. The carrying amount of the Company was compared to the Company’s fair value. The Company's fair value assessment reflected a number of significant management assumptions and estimates including the Company's probability forecasts for pipeline assets, income taxes, capital expenditures and changes in working capital requirements. Changes in these assumptions and/or discount rates could materially impact the Company's conclusions. Through this assessment, it was determined that the carrying amount of the Company exceeded its fair value by over $91.0 million. As such, the full goodwill asset was considered impaired and a charge of $91.0 million was recorded during the first quarter of 2018

- 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, 2018

Other Long-Term Liabilities

Other Long-Term Liabilities

(6) Other Long-Term Liabilities

Other long-term liabilities include the following:


	September 30,		December 31,
	2018		2017
	(In thousands)
Net Deferred Tax Liabilities Related to IPR&D (Note 12)	$	3,007	$	3,772
Deferred Income From Sale of Tax Benefits		6,402		6,756
Other		1,305		1,344
Contingent Milestones (Note 4)		15,432		43,400
Deferred Revenue (Note 11)		2,082		2,813
Total		28,228		58,085
Less Current Portion		(4,926)		(6,566)
Long-Term Portion	$	23,302	$	51,519

In November 2015, December 2014 and January 2014, 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 and $1.1 million to an independent third party for $9.2 million, $1.8 million and $1.0 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 $0.4 million in other income related to the sale of these tax benefits during the three and nine months ended September 30, 2018, respectively, and $0.0 million and $0.5 million during the three and nine months ended September 30, 2017, respectively.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2018

Stock-Based Compensation

Stock-Based Compensation

(9) Stock-Based Compensation

A summary of stock option activity for the nine months ended September 30, 2018 is as follows:


		Weighted		Weighted
		Average		Average
		Exercise		Remaining
		Price		Contractual
	Shares	Per Share		Term (In Years)
Options Outstanding at December 31, 2017	10,856,212	$	9.40	6.1
Granted	5,056,467		0.61
Exercised	(104,500)		2.80
Canceled	(2,568,090)		8.76
Options Outstanding at September 30, 2018	13,240,089		6.22	7.4
Options Vested and Expected to Vest at September 30, 2018	12,884,023		6.36	7.3
Options Exercisable at September 30, 2018	6,190,301		10.97	5.2
Shares Available for Grant Under the 2008 Plan	5,096,110

The weighted average grant-date fair value of stock options granted during the three and nine month periods ended September 30, 2018 was $0.30 and $0.44, respectively. Stock-based compensation expense for the three and nine month periods ended September 30, 2018 and 2017 was recorded as follows:


	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
	(In thousands)				(In thousands)
Research and development	$	799	$	1,546	$	3,088	$	5,310
General and administrative		994		1,193		3,241		4,418
Total stock-based compensation expense	$	1,793	$	2,739	$	6,329	$	9,728

The fair values of employee and director stock options granted during the three and nine month periods ended September 30, 2018 and 2017 were valued using the Black-Scholes option pricing model with the following assumptions:


	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Expected stock price volatility	85	%	76	%	73-85	%	76-77	%
Expected option term	6.0	Years	6.0	Years	6.0	Years	6.0	Years
Risk-free interest rate	2.8	%	2.0	%	2.8-3.0	%	2.0-2.3	%
Expected dividend yield	None		None		None		None

Accumulated Other Comprehensive Income

9 Months Ended

Sep. 30, 2018

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

(10) 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, 2018 are summarized below:


	Unrealized
	Gain/(Loss) on
	Marketable		Foreign
	Securities		Currency Items		Total
	(In thousands)
Balance at December 31, 2017	$	(32)	$	2,596	$	2,564
Other comprehensive loss		18		—		18
Balance at September 30, 2018	$	(14)	$	2,596	$	2,582

No amounts were reclassified out of accumulated other comprehensive income during the three or nine months ended September 30, 2018.

Revenue

9 Months Ended

Sep. 30, 2018

Revenue.

Revenue

(11) Revenue

On January 1, 2018, the Company adopted a new revenue accounting standard, "Revenue from Contracts with Customers" (ASC 606). Upon adoption using the modified retrospective application, the Company recognized a $1.3 million decrease to accumulated deficit, a $0.8 million decrease in deferred revenue and $0.5 million increase in accounts receivable due to the cumulative impact of adopting ASC 606. This impact was driven by the acceleration of revenue using a percentage-of-completion method of accounting under ASC 606 for an open contract that had previously been accounted for using the Contingency Adjusted Performance Model ("CAPM") under previous guidance.

Results for reporting periods beginning after January 1, 2018 are presented under ASC 606 while prior period amounts were not adjusted and continue to be reported in accordance with historic accounting under previous guidance. There was not a material impact to revenues as a result of applying ASC 606 for the three and nine month periods ended September 30, 2018, and there have not been significant changes to the Company's business processes, systems or internal controls as a result of adopting the new standard. The Company expects revenue recognition to remain largely unchanged under the new standard.

Revenue Recognition

Revenues are recognized when performance obligations under agreements or contracts are satisfied, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company determines revenue recognition through the following steps:

Identification of the contract, or contracts, with a customer;

Identification of the performance obligations in the contract;

Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract; and

Recognition of revenue when, or as, the Company satisfies a performance obligation.

Revenue for the Company has historically been derived from biopharmaceutical product development agreements with collaborative partners for the research and development of therapeutic drug candidates. The terms of the agreements may include nonrefundable signing and licensing fees, funding for research, development and manufacturing, milestone payments and royalties on any product sales derived from collaborations. The Company assesses the multiple obligations typically within product development contracts to determine the distinct performance obligations and how to allocate the arrangement consideration to each distinct performance obligation.

Under product development agreements, revenue is generally recognized using a cost-to-cost measure of progress. Revenue is recognized based on the costs incurred to date as a percentage of the total estimated costs to fulfill the contract. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Due to the nature of the work performed in these arrangements, the estimation of cost at completion is complex, subject to many variables, such as expected clinical trial costs, and requires significant judgements. Circumstances can arise that change original estimates of costs or progress toward completion. Any revisions to estimates are reflected in revenue on a cumulative catch-up basis in the period in which the change in circumstances became known.

Revenue for the Company is also derived from manufacturing and research and development arrangements. The Company owns and operates a cGMP manufacturing facility in Fall River, Massachusetts, to produce drug substance for its current and planned early-stage clinical trials. In order to utilize excess capacity, the Company has, from time to time, entered into contract manufacturing and research and development arrangements in which services are provided on a time-and-material basis or at a negotiated fixed-price. Revenue from time-and-material contracts is generally recognized on an output basis as labor hours and/or direct expenses are incurred. Under fixed-price contracts, revenue is generally recognized on an output basis as progress is made toward completion of the performance obligations using surveys of performance completed to date.

Contract Assets and Liabilities

The Company classifies the right to consideration in exchange for products or services transferred to a client as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. At January 1, 2018 and September 30, 2018, the Company's right to consideration under all contracts was considered unconditional, and as such, there were no recorded contract assets.

The Company’s contract liabilities result from arrangements where the Company has received payment in advance of performance under the contract. These amounts are included as deferred revenue within current portion of long-term liabilities on the condensed consolidated balance sheets. Revenue recognized from contract liabilities as of January 1, 2018 during the three and nine months ended September 30, 2018 was $0.0 million and $1.5 million, respectively. Revenue expected to be recognized in the future from contract liabilities as performance obligations are satisfied are not expected to be material.

Product Development and Licensing Revenue

The Company’s primary product development and licensing revenue is associated with a clinical collaboration agreement with BMS entered into in 2014 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 this agreement, BMS made an upfront payment to Celldex of $5.0 million and provides funding for 50% of the external costs incurred by the Company in connection with the clinical trial. The Company recorded $0.1 million and $2.7 million in revenue related to this agreement during the three and nine months ended September 30, 2018, respectively.

Contract and Grants Revenue

In 2017, the Company entered into fixed-fee manufacturing and research and development arrangements with both the International AIDS Vaccine Initiative (IAVI) and Frontier Biotechnologies, Inc (Frontier). The Company recognized $0.1 million and $2.8 million in revenue under these agreements during the three and nine months ended September 30, 2018, respectively, and $2.3 million and $4.6 million during the three and nine months ended September 30, 2017.

In 2013, the Company entered into an agreement, as amended, with Rockefeller University pursuant to which the Company performs manufacturing and research and development services for Rockefeller University. The Company recognized $0.5 million and $1.8 million in revenue for labor hours and direct costs incurred related to the Rockefeller University agreement during the three and nine months ended September 30, 2018, respectively, and $0.3 million and $1.4 million during the three and nine months ended September 30, 2017, respectively.

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2018
Significant Accounting Policies
Newly Adopted Accounting Pronouncements	Newly Adopted Accounting Pronouncements On January 1, 2018, the Company adopted the new U.S. GAAP standard "Revenue from Contracts with Customers" using a modified retrospective application method, recognizing an immaterial cumulative-effect adjustment to accumulated deficit. The Company applied the new guidance to (i) contracts not completed as of the date of adoption and (ii) all new revenue contracts entered into after January 1, 2018. Refer to Note 11 "Revenue” for additional details on this adoption and the Company’s updated revenue accounting policy and disclosures. On January 1, 2018, the Company adopted a U.S. GAAP standard update "Classification of Certain Cash Receipts and Cash Payments" which clarifies the classification of certain cash receipts and payments in the statement of cash flows. The adoption of this new standard did not impact the Company's consolidated financial statements. On July 1, 2018, the Company adopted a U.S. GAAP standard that aligns the accounting for share-based payment awards issued to employees and nonemployees. Under the new guidance, the existing employee guidance is applied to nonemployee share-based transactions. The adoption of this new standard did not have a material impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements	Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company's consolidated financial statements upon adoption. 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 Company will adopt the new guidance for its fiscal year beginning January 1, 2019 and expects to use the modified retrospective transition method, which requires the Company to apply the standard as of the effective date and does not require restatement of prior periods. The Company does not expect that this standard will have a material impact on its Consolidated Statement of Operations and Comprehensive Loss or Statement of Cash Flow, however the Company expects that adoption of this standard will result in the recognition of material right-of-use assets and lease liabilities on its Consolidated Balance Sheet. In August 2018, the SEC issued a final rule amending certain disclosure requirements including expanding the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the consolidated balance sheet must be provided in a note or separate statement. This final rule will be effective for the quarter ended March 31, 2019. The Company is currently evaluating the impact of the final rule on its consolidated financial statements and related disclosures. In August 2018, the FASB issued amendments that modify certain disclosure requirements for fair value measurements. The amendments become effective for our fiscal year, including interim periods, beginning January 1, 2020. Early adoption, of all the amendments or only the provisions that eliminate or modify the requirements, is permitted. The adoption of this new guidance is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2018

Fair Value Measurements

Schedule of financial assets and liabilities subject to fair value measurements


	As of
	September 30, 2018		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Money market funds and cash equivalents	$	24,145		—	$	24,145		—
Marketable securities		72,795		—		72,795		—
	$	96,940		—	$	96,940		—
Liabilities:
Kolltan acquisition contingent consideration	$	15,432		—		—	$	15,432
	$	15,432		—		—	$	15,432


	As of
	December 31, 2017		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Money market funds and cash equivalents	$	24,061		—	$	24,061		—
Marketable securities		99,139		—		99,139		—
	$	123,200		—	$	123,200		—
Liabilities:
Kolltan acquisition contingent consideration	$	43,400		—		—	$	43,400
	$	43,400		—		—	$	43,400

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


	Other Liabilities:
	Contingent
	Consideration
Balance at December 31, 2017	$	43,400
Fair value adjustments included in operating expenses		(27,968)
Balance at September 30, 2018	$	15,432

Marketable Securities (Tables)

9 Months Ended

Sep. 30, 2018

Marketable Securities

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


	Gross Unrealized
	Amortized						Fair
	Cost		Gains		Losses		Value
	(In thousands)
September 30, 2018
U.S. government and municipal obligations (maturing in one year or less)	$	22,318	$	—	$	(7)	$	22,311
Corporate debt securities (maturing in one year or less)		50,491		—		(7)		50,484
Total Marketable Securities	$	72,809	$	—	$	(14)	$	72,795

December 31, 2017
U.S. government and municipal obligations (maturing in one year or less)	$	26,164	$	3	$	(9)	$	26,158
Corporate debt securities (maturing in one year or less)		73,007		1		(27)		72,981
Total Marketable Securities	$	99,171	$	4	$	(36)	$	99,139

Intangible Assets and Goodwill (Tables)

9 Months Ended

Sep. 30, 2018

Intangible Assets and Goodwill

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


	Gross Carrying		Accumulated		Accumulated		Net Carrying
	Amount		Amortization		Impairments		Amount
	(In thousands)
September 30, 2018
Finite-lived Intangible Assets:
License Rights	$	14,500	$	(7,623)	$	(6,877)	$	—
Indefinite-lived Intangible Assets:
IPR&D		60,490		—		(11,800)		48,690
Total Intangible Assets, Net	$	74,990	$	(7,623)	$	(18,677)	$	48,690

December 31, 2017
Finite-lived Intangible Assets:
License Rights	$	14,500	$	(7,399)	$	—	$	7,101
Indefinite-lived Intangible Assets:
IPR&D		60,490		—		—		60,490
Total Intangible Assets, Net	$	74,990	$	(7,399)	$	—	$	67,591

Schedule of changes in the carrying amount of goodwill


	Goodwill
	(In thousands)
Balance at December 31, 2017	$	90,976
Goodwill Impairment		(90,976)
Balance at September 30, 2018	$	—

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2018

Stock-Based Compensation

Summary of stock option activity


		Weighted		Weighted
		Average		Average
		Exercise		Remaining
		Price		Contractual
	Shares	Per Share		Term (In Years)
Options Outstanding at December 31, 2017	10,856,212	$	9.40	6.1
Granted	5,056,467		0.61
Exercised	(104,500)		2.80
Canceled	(2,568,090)		8.76
Options Outstanding at September 30, 2018	13,240,089		6.22	7.4
Options Vested and Expected to Vest at September 30, 2018	12,884,023		6.36	7.3
Options Exercisable at September 30, 2018	6,190,301		10.97	5.2
Shares Available for Grant Under the 2008 Plan	5,096,110

Schedule of stock-based compensation expense


	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
	(In thousands)				(In thousands)
Research and development	$	799	$	1,546	$	3,088	$	5,310
General and administrative		994		1,193		3,241		4,418
Total stock-based compensation expense	$	1,793	$	2,739	$	6,329	$	9,728

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


	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Expected stock price volatility	85	%	76	%	73-85	%	76-77	%
Expected option term	6.0	Years	6.0	Years	6.0	Years	6.0	Years
Risk-free interest rate	2.8	%	2.0	%	2.8-3.0	%	2.0-2.3	%
Expected dividend yield	None		None		None		None

Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Fair value \| Level 3
Liabilities:
Kolltan acquisition contingent consideration	$ 15,432	$ 43,400
Fair Value Measurements \| Level 2
Assets:
Money market funds and cash equivalents	24,145	24,061
Marketable securities	72,795	99,139
Total financial assets at fair value	96,940	123,200
Fair Value Measurements \| Level 3
Liabilities:
Kolltan acquisition contingent consideration	15,432	43,400
Total financial liabilities at fair value	15,432	43,400
Fair Value Measurements \| Fair value
Assets:
Money market funds and cash equivalents	24,145	24,061
Marketable securities	72,795	99,139
Total financial assets at fair value	96,940	123,200
Liabilities:
Kolltan acquisition contingent consideration	15,432	43,400
Total financial liabilities at fair value	$ 15,432	$ 43,400

Fair Value Measurements - Additional information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Nov. 29, 2016
Fair value measurements
Gain on Fair Value Remeasurement of Contingent Consideration	$ (6,935)	$ (4,600)	$ (27,968)	$ (200)
Kolltan \| Specified development, regulatory approvals or sales-based milestones
Fair value measurements
Milestone payments					$ 162,500
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, 2018	Dec. 31, 2017
Amortized Cost
Amortized cost	$ 72,809	$ 99,171
Gross Unrealized Gains
Gross Unrealized Gains		4
Gross Unrealized Losses
Gross Unrealized Losses	(14)	(36)
Fair Value
Fair Value	72,795	99,139
Number of investment-grade securities in unrealized loss position over 12 months	0	0
Accrued interest	100	300
U.S. government and municipal obligations
Amortized Cost
Maturing in one year or less	22,318	26,164
Gross Unrealized Gains
Maturing in one year or less		3
Gross Unrealized Losses
Maturing in one year or less	(7)	(9)
Fair Value
Maturing in one year or less	22,311	26,158
Corporate debt securities
Amortized Cost
Maturing in one year or less	50,491	73,007
Gross Unrealized Gains
Maturing in one year or less		1
Gross Unrealized Losses
Maturing in one year or less	(7)	(27)
Fair Value
Maturing in one year or less	$ 50,484	$ 72,981

Intangible Assets and Goodwill - Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2018	Mar. 31, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Finite-lived intangible asset
Accumulated Amortization	$ (7,623)			$ (7,623)		$ (7,399)
Total Intangible Assets
Gross carrying amount of total intangible assets, net	74,990			74,990		74,990
Accumulated Impairments		$ (11,800)	$ (13,000)	(18,677)	$ (13,000)
Net carrying amount of total intangible assets, net	48,690			48,690		67,591
Amortization of Intangible Assets	0		$ 224	224	$ 672
Non cash impairment of finite-lived intangible assets		$ (6,900)
License Rights
Finite-lived intangible asset
Gross carrying amount finite-lived	14,500			14,500		14,500
Accumulated Amortization	(7,623)			(7,623)		(7,399)
Net carrying amount finite-lived						7,101
Total Intangible Assets
Accumulated Impairments				(6,877)
IPR&D
Indefinite-lived intangible assets:
Indefinite-lived intangible assets	60,490			60,490		60,490
Net carrying amount of indefinite-lived	$ 48,690			48,690		$ 60,490
Total Intangible Assets
Accumulated Impairments				$ (11,800)

Other Long-Term Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Other Long-Term Liabilities
Net Deferred Tax Liabilities Related to IPR&P (Note 12)	$ 3,007	$ 3,772
Deferred Income From Sale of Tax Benefits	6,402	6,756
Other	1,305	1,344
Contingent Milestones (Note 4)	15,432	43,400
Deferred Revenue (Note 11)	2,082	2,813
Total	28,228	58,085
Less Current Portion	(4,926)	(6,566)
Long-Term Portion	$ 23,302	$ 51,519

Stock-Based Compensation - Summary of Plans (Details) - Stock options - $ / shares	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Dec. 31, 2017
Shares
Options Outstanding at beginning of the period (in shares)		10,856,212
Granted (in shares)		5,056,467
Exercised (in shares)		(104,500)
Canceled (in shares)		(2,568,090)
Options Outstanding at the end of the period (in shares)	13,240,089	13,240,089	10,856,212
Options Vested and Expected to Vest at the end of the period (in shares)	12,884,023	12,884,023
Options Exercisable at the end of the period (in shares)	6,190,301	6,190,301
Shares Available for Grant Under the 2008 Plan	5,096,110	5,096,110
Weighted Average Exercise Price Per Share
Options Outstanding at beginning of the period (in dollars per share)		$ 9.40
Granted (in dollars per share)		0.61
Exercised (in dollars per share)		2.80
Canceled (in dollars per share)		8.76
Options Outstanding at the end of the period (in dollars per share)	$ 6.22	6.22	$ 9.40
Options Vested and Expected to Vest at the end of the period (in dollars per share)	6.36	6.36
Options Exercisable at the end of the period (in dollars per share)	10.97	$ 10.97
Weighted Average Remaining Contractual Term (In Years)
Options Outstanding at the end of the period		7 years 4 months 24 days	6 years 1 month 6 days
Options Vested and Expected to Vest at the end of the period		7 years 3 months 18 days
Options Exercisable at the end of the period		5 years 2 months 12 days
Weighted average grant-date fair value (in dollars per share)	$ 0.30	$ 0.44

Stock-Based Compensation - Valuation (Details)	3 Months Ended		9 Months Ended
Stock-Based Compensation - Valuation (Details)	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Black-Scholes option with following assumptions:
Expected stock price volatility (as a percent)	85.00%	76.00%
Expected stock price volatility, minimum (as a percent)			73.00%	76.00%
Expected stock price volatility, maximum (as a percent)			85.00%	77.00%
Expected option term	6 years	6 years	6 years	6 years
Risk-free interest rate (as a percent)	2.80%	2.00%
Risk-free interest rate, minimum (as a percent)			2.80%	2.00%
Risk-free interest rate, maximum (as a percent)			3.00%	2.30%
Expected dividend yield (as a percent)	0.00%	0.00%	0.00%	0.00%

Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands	6 Months Ended	9 Months Ended
	Jun. 30, 2018	Sep. 30, 2018
Accumulated Other Comprehensive Income
Period Start Balance	$ 236,369	$ 236,369
Period End Balance		128,134
Amounts reclassified from other comprehensive income	0	0
Unrealized Gain/(Loss) on Marketable Securities
Accumulated Other Comprehensive Income
Period Start Balance	(32)	(32)
Other comprehensive loss		18
Period End Balance		(14)
Foreign Currency Items
Accumulated Other Comprehensive Income
Period Start Balance	2,596	2,596
Period End Balance		2,596
Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income
Period Start Balance	$ 2,564	2,564
Other comprehensive loss		18
Period End Balance		$ 2,582

Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2014	Jan. 01, 2018	Dec. 31, 2017
Revenue
Accumulated Deficit	$ (953,036)		$ (953,036)				$ (812,517)
Accounts receivable	3,175		3,175				$ 1,880
Revenue recognized from contract liabilities	0		1,500
Revenues	941	$ 3,924	7,774	$ 9,287
ASU 2014-09
Revenue
Accumulated Deficit						$ (1,300)
Deferred revenue						(800)
Accounts receivable						$ 500
Product Development and Licensing Agreements
Revenue
Revenues	131	1,238	2,792	2,488
Contracts and Grants
Revenue
Revenues	810	2,686	4,982	6,799
Bristol-Myers Squibb Company \| Product Development and Licensing Agreements
Revenue
Deferred revenue					$ 5,000
Reimbursement of external costs (as percent)					50.00%
Revenues	100		2,700
IAVI & Frontier \| Contracts and Grants
Revenue
Revenues	100	2,300	2,800	4,600
Rockefeller \| Contracts and Grants
Revenue
Revenues	$ 500	$ 300	$ 1,800	$ 1,400

Basis of Presentation	9 Months Ended
Basis of Presentation	Sep. 30, 2018
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 whollyowned subsidiaries. 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, 2017, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2018. 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, 2018. At September 30, 2018, the Company had cash, cash equivalents and marketable securities of $105.6 million. The Company has had recurring losses and incurred a loss of $141.8 million for the nine months ended September 30, 2018. Net cash used in operations for the nine months ended September 30, 2018 was $59.8 million. The Company believes that the cash, cash equivalents and marketable securities at November 7, 2018 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.

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2018
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. In November 2017, the Company filed a prospectus supplement registering the offer and sale of shares of common stock of up to an additional $75.0 million under the agreement with Cantor. During the nine months ended September 30, 2018, the Company issued 29,760,486 shares of common stock under this controlled equity offering sales agreement with Cantor resulting in net proceeds of $25.5 million after deducting commission and offering expenses. At September 30, 2018, the Company had $41.3 million remaining in aggregate gross offering price available under the Cantor agreement. In October 2018, the Company issued 3,884,597 shares of its common stock resulting in net proceeds to the Company of $1.6 million.

Restructuring Expenses	9 Months Ended
Restructuring Expenses	Sep. 30, 2018
Restructuring Expenses
Restructuring Expenses	(8) Restructuring Expenses As a result of the METRIC failure and discontinuation of the Glemba program, the Company approved a reduction in its workforce to reduce operating costs and recorded severance expense of $1.2 million in the nine months ended September 30, 2018. At September 30, 2018, the Company recorded accrued severance of $0.2 million related to this workforce reduction.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2018
Income Taxes
Income Taxes	(12) Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted and led to significant changes to U.S. tax law. Also on December 22, 2017, the SEC staff issued SAB 118, allowing companies to record the effects of the TCJA on a provisional basis during a measurement period not to extend beyond one year of the enactment date. SAB 118 was codified into ASC 740 by ASU 2018-05. The Company recognized an income tax benefit of $19.1 million related to implementing applicable provisions of the TCJA during the year ended December 31, 2017. In accordance with SAB 118, the Company considered this adjustment to be a provisional amount based on the Company’s best estimates at December 31, 2017. The Company’s accounting for the tax effects of the TCJA is complete as of September 30, 2018. The Company has evaluated the positive and negative evidence bearing upon the realizability of its net deferred tax assets and considered its history of losses, ultimately concluding that it is “more likely than not” that the Company will not recognize the benefits of federal, state and foreign deferred tax assets and, as such, has maintained a full valuation allowance on its deferred tax assets as of September 30, 2018 and December 31, 2017. A net deferred tax liability of $3.0 million and $3.8 million existed at September 30, 2018 and December 31, 2017, respectively, related to the temporary differences associated with the IPR&D intangible assets acquired in previous business combinations and not deductible for tax purposes. As a result of the discontinuation of the Glemba program, the Company recorded a $0.8 million non-cash income tax benefit during the first quarter of 2018. Massachusetts, New Jersey, Connecticut and Australia are the jurisdictions in which the Company primarily operates or has operated and has income tax nexus. The Company is not currently under examination by these or any other jurisdictions for any tax year.

Other Long-Term Liabilities- New Jersey tax benefits (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended		9 Months Ended
	Nov. 30, 2015	Dec. 31, 2014	Jan. 31, 2014	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Investment and other income				$ 521	$ 398	$ 1,767	$ 1,611
New Jersey tax benefits
Amount of tax benefit	$ 9,800	$ 1,900	$ 1,100
Proceeds from sale of tax credits	$ 9,200	$ 1,800	$ 1,000
Base of operations requirement (in years)						5 years
Investment and other income				$ 0	$ 0	$ 400	$ 500

Basis of Presentation - (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Basis of Presentation - (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Basis of Presentation
Cash, cash equivalents and marketable securities	$ 105,600		$ 105,600
Net Loss	$ (7,243)	$ (26,363)	(141,781)	$ (89,190)
Net cash used in operations			$ 59,805	$ 80,410

Intangible Assets and Goodwill - Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018 USD ($)
Intangible Assets and Goodwill
Goodwill at the beginning of the period	$ 90,976
Goodwill Impairment	(90,976)
Amount of carrying amount in excess of fair value amount	$ 91,000

Stockholders' Equity (Details) - USD ($) $ in Thousands	1 Months Ended			9 Months Ended
Stockholders' Equity (Details) - USD ($) $ in Thousands	Oct. 31, 2018	Nov. 30, 2017	May 31, 2016	Sep. 30, 2018	Sep. 30, 2017
Common Stock
Aggregate offering price stock sale			$ 60,000
Additional offering price stock sale authorized		$ 75,000
Net proceeds from sale of common stock				$ 25,453	$ 32,642
Subsequent Event
Common Stock
Common stock issued (in shares)	3,884,597
Net proceeds from sale of common stock	$ 1,600
Common Stock
Common Stock
Shares Issued in Connection with Cantor Agreement (in shares)				29,760,486
Aggregate gross offering price available				$ 41,300

Restructuring Expenses (Details) $ in Millions	9 Months Ended
Restructuring Expenses (Details) $ in Millions	Sep. 30, 2018 USD ($)
Restructuring Expenses
Severance expense	$ 1.2
Accrued severance Expenses	$ 0.2

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2018
Income tax benefit		$ 19,100
Net Deferred Tax Liabilities related to IPR&D		$ 3,772	$ 3,007
IPR&D \| Glemba
Income tax benefit	$ 800

Net Loss Per Share (Details) - shares	9 Months Ended
Net Loss Per Share (Details) - shares	Sep. 30, 2018	Sep. 30, 2017
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	13,300,094	11,679,486
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	13,240,089	11,582,818
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	60,005	96,668