0001564590-22-007606 | 10-K | XBRL Viewer | Apellis Pharmaceuticals INC

Common Stock

5. Common Stock

The Company has reserved the following shares of common stock for future issuance (in thousands):

	December 31,
	2021		2020		2019
Shares reserved under 2017 Equity Incentive Plan		11,014		8,613		6,319
Shares reserved under 2017 Employee Stock Purchase Plan		801		913		972
Total		11,815		9,526		7,291

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.

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Development Derivative Liability and Development Liability

Development Derivative Liability and Development Liability

12 Months Ended

Dec. 31, 2021

Research And Development [Abstract]

6. Development Derivative Liability and Development Liability

On February 28, 2019, the Company entered into the SFJ agreement under which SFJ agreed to provide funding to the Company to support the development of pegcetacoplan for the treatment of patients with PNH. Pursuant to the agreement, SFJ paid the Company $60.0 million following the signing of the agreement and agreed to pay the Company up to an additional $60.0 million in the aggregate in three equal installments upon the achievement of specified development milestones with respect to the Company’s Phase 3 program for pegcetacoplan in PNH and subject to the Company having cash resources at the time sufficient to fund at least 10 months of the Company’s operations.

On June 7, 2019, the Company and SFJ amended the development funding agreement, (the “SFJ amendment”). Under the SFJ amendment, SFJ agreed to make an additional $20.0 million funding payment to the Company to support the development of systemic pegcetacoplan for the treatment of patients with PNH.

As of January 29, 2020, the Company had received a total of $140.0 million from SFJ as the Company met milestones as identified in the agreement. The Company did not receive any additional funds from SFJ after January 29, 2020 and in the years ended December 31, 2021 and December 31, 2020.

Under the SFJ agreement, following regulatory approval by the FDA for the use of systemic pegcetacoplan as a treatment for PNH, the Company will be obligated to pay SFJ an initial payment of $4.0 million and then an additional $226.0 million in the aggregate in six additional annual payments with the majority of the payments being made from the third anniversary to the sixth anniversary of regulatory approval. The Company obtained the FDA approval on May 14, 2021 and paid to SFJ the initial payment of $4.0 million on June 17, 2021. The subsequent annual payments are due and payable in May each year from 2022 to 2027.

Under the SFJ agreement if regulatory approval is granted by the EMA for the use of systemic pegcetacoplan as a treatment for PNH, the Company will be obligated to pay SFJ an initial payment of $5.0 million and then an additional $225.0 million in the aggregate in six additional annual payments with the majority of the payments being made from the third anniversary to the sixth anniversary of regulatory approval. The Company obtained the EMA approval on December 15, 2021. The initial payment of $5.0 million was paid in January 2022, and subsequent annual payments are due and payable in December each year from 2022 through 2027.

Additionally, the Company granted a security interest to SFJ in all of its assets, excluding intellectual property and license agreements to which it is a party. In connection with the grant of the security interest, the Company agreed to certain affirmative and negative covenants, including restrictions on its ability to pay dividends, incur additional debt or enter into licensing transactions with respect to its intellectual property, other than specified types of licenses.

Prior to the EMA approval on December 15, 2021, the SFJ Agreement is presented as a derivative liability on the consolidated balance sheet and, as such, is recorded at fair value and remeasured each quarter. The total changes in fair value of $97.7 million and $103.0 million were recorded for the years ended December 31, 2021 and 2020, respectively, in loss from remeasurement of development derivative liability in the consolidated income statement. The remeasurement of the development derivative liability resulted in a remeasured fair value of $257.9 million as of December 31, 2020 on the consolidated balance sheet. At December 31, 2020, $4.2 million of the $257.9 million of the development derivative liability fair market value was included in current liabilities.

The following table presents a rollforward of the liability (in thousands):

	For the Year Ended December 31,
	2021			2020
Balance at fair market value, January 1,	$	257,868		$	134,839
Amounts received under the SFJ agreement and SFJ amendment		—			20,000
Amounts repaid under the SFJ Agreement and SFJ Amendment		(4,000	)		—
Loss recorded in loss from remeasurement of development derivative liability		97,675			103,029
Reclassification to development liability on December 15		(351,543	)		—
Balance at fair market value, December 31	$	—		$	257,868

The derivative fair value is a Level 3 fair value measurement and is valued using a scenario-based discounted cash flow method, whereby each scenario makes assumptions about the probability and timing of cash flows, and such cash flows are present valued using a risk-adjusted discount rate. The analysis is calibrated such that the value of the derivative as of the date of the SFJ agreement was consistent with an arm’s-length transaction. Key inputs to the Level 3 fair value model include (i) the probability and timing of achieving stated development milestones to receive the next tranches of funding, (ii) the probability and timing of achieving EMA approval, (iii) SFJ’s cost of borrowing, and (iv) the Company’s cost of borrowing.

SFJ’s implied cost of borrowing was 8.0% as of December 31, 2020 and December 15, 2021 and the Company’s implied cost of borrowing was 12.65% as of December 31, 2020 and 7.91% as of December 15, 2021. These implied costs of borrowing were determined assuming the SFJ agreement was initially executed with arm’s-length terms. If the SFJ agreement was instead not determined to be an arm’s-length transaction, then implied discount rates could differ.

Following the EMA approval obtained on December 15, 2021, the Company will make annual payments to SFJ following pre-determined, fixed payment schedules as set forth in the SFJ agreement and SFJ amendment. The Company made a $4.0 million initial payment to SFJ in June 2021 for FDA approval, and the remaining annual payments due to SFJ total $456.0 million, with the first payment of $5.0 million due in January 2022 and the final payment due in 2027. As the variability of the future payments derived from the underlying contingency (i.e., EMA approval and FDA approval) no longer exist, the Company remeasured the development derivative liability on December 15, 2021 and reclassified it from development derivative liability to development liability, with subsequent accounting to follow an effective interest accretion schedule to the fixed payment amounts.

The following table summarizes the development liability (in thousands):

	As of December 31,2021			Effective Interest Rate
Development liability	$	456,000			7.91	%
Less: Unamortized discount to development liability		(103,265	)
Less: Current portion of development liability, net of discount		(7,584	)
Total long term development liability		345,151

For the period from December 15, 2021 through December 31, 2021, $1.2 million of interest expense was recorded for the accretion of the development liability.

Accrued Expenses and Prepaid Assets

12 Months Ended

Dec. 31, 2021

Accrued Expenses And Prepaid Assets [Abstract]

Accrued Expenses and Prepaid Assets

7. Accrued Expenses and Prepaid Assets

Accrued expenses are as follow (in thousands):

	December 31,
	2021		2020
Accrued research and development	$	35,217	$	47,879
Accrued cost of research collaboration		25,000		—
Accrued license fee		5,000		25,050
Accrued payroll liabilities		25,212		22,896
Other		12,810		16,110
Total	$	103,239	$	111,935

Prepaid assets include $12.0 million and $8.0 million of prepaid research and development costs as of December 31, 2021 and 2020, respectively.

Long-term Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Long-term Debt

8. Long-term Debt

Convertible Senior Notes

On September 16, 2019, the Company completed a private offering of the 2019 Convertible Notes with an aggregate principal amount of $220.0 million issued pursuant to an indenture (the “Indenture”) with U.S. Bank National Association, as trustee (the “Trustee”).

The net proceeds from the sale of the 2019 Convertible Notes were approximately $212.9 million after deducting the initial purchasers’ discounts and commissions of $6.6 million and offering expenses of $0.5 million paid by the Company. The Company used $28.4 million of the net proceeds from the sale of the Convertible Notes to pay the cost of the capped call transactions described below.

On May 12,2020, the Company issued the 2020 Convertible Notes with an aggregate principal amount of $300.0 million. The net proceeds from the sale of the 2020 Convertible Notes were approximately $322.9 million after deducting the purchasers’ discounts and commission of $5.7 million and offering expenses of $0.3 million. The Company used $43.1 million of the net proceeds from the sale to pay the cost of the additional capped call transactions in May 2020 described below.

The Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 3.5% per year payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2020. The Convertible Notes will mature on September 15, 2026, unless converted earlier, redeemed or repurchased in accordance with the terms of the Convertible Notes.

The Convertible Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 25.3405 shares per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $39.4625 per share of common stock). The conversion rate is subject to customary anti-dilution adjustments. In addition, following certain events that occur prior to the maturity date or if the Company deliver a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event or a notice of redemption, as the case may be, in certain circumstances as provided in the indenture.

Prior to March 15, 2026, the Convertible Notes are convertible only upon the occurrence of certain events.

•

during any calendar quarter, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•

during the five-business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

•

if the Company calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

•

upon the occurrence of corporate events specified in the Indenture.

On or after March 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert the Convertible Notes at any time. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election.

Prior to September 20, 2023, the Company may not redeem the Convertible Notes. The Company may redeem for cash all or a portion of the Convertible Notes, at its option, on or after September 20, 2023 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If the Company undergoes a “fundamental change,” as defined in the Indenture, prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Company used an effective interest rate of 10.5% to determine the liability component of the 2019 and 2020 Convertible Notes. This resulted in the recognition of $145.1 million and $204.5 million as the liability component of the 2019 and 2020 Convertible Notes, respectively, and the recognition of the residual amount of $74.9 million and $95.5 million as the debt discount with a corresponding increase to additional paid in capital for the equity component of the 2019 and 2020 Convertible Notes, respectively. The 2020 aggregate debt issuance costs of $6.0 million were allocated to the liability and equity components in the amounts of $3.7 million and $2.3 million, respectively. The 2019 Convertible Notes aggregate debt issuance costs of $7.1 million were allocated to the liability and equity components in the amounts of $4.7 million and $2.4 million, respectively.

Effective January 1, 2021, the Company adopted ASU 2020-06 using the modified retrospective method. Upon adoption, the Company increased net debt and reduced net equity by $149.7 million. The $149.7 million consisted of several items. The first item is the reclassification from equity to debt of the residual amounts originally identified as the equity components of the 2019 and 2020 Convertible Notes of $74.9 million and $95.5 million, respectively. The equity component reclassification was offset by the adjustment to retained earnings for the reversal of previous non-cash interest expense recorded for the amortization of the equity

components of $17.1 million. The second item is the reclassification from equity to debt of the debt issuance costs originally allocated to equity for the 2019 and 2020 Convertible Notes of $2.4 million and $2.3 million, respectively. The debt issuance costs reclassification was offset by the adjustment to retained earnings for previous amortization of the debt issuance costs recorded of $1.1 million.

In January 2021 and in July 2021, the Company entered into separate, privately negotiated exchange agreements to modify the conversion terms with certain holders of its 2019 Convertible Notes. Under the terms of these exchange agreements, in January 2021 and July 2021, the holders exchanged approximately $126.1 million of 2019 Convertible Notes and $201.1 million of Convertible Notes, respectively, in aggregate principal amount held by them for an aggregate of 3,906,869 shares and 5,992,217 shares, respectively, of common stock issued by the Company. In accordance with ASC topic 470- 20, “Debt,– Debt with Conversion and Other Options,” (“ASC 470-20”) the Company accounted for the exchange as an induced conversion based on the short period of time the conversion offer was open and the substantive conversion feature offer. The Company accounted for the conversion of the debt as

an inducement by expensing the fair value of the shares that were issued in excess of the original terms of the Convertible Notes.

For the January 2021 transaction, the Company reduced net debt outstanding and increased net equity on the consolidated balance sheet by $122.8 million, consisting of the par value of the 2019 Convertible Notes exchanged of $126.1 million less the $3.3 million of remaining debt issuance costs associated with the exchanged notes. The Company also increased shares outstanding by 3,906,869 shares consisting of 3,196,172 shares issued at the initial conversion rate in the Indenture of 25.3405 plus an additional 710,697 shares. Additionally, the Company issued 69,491 shares as settlement of debt issuance costs paid to the Company’s advisor in connection with the conversion transaction. The Company recorded a loss on conversion of debt of $39.5 million comprised of $36.4 million related to the value of the shares issued in excess of the original conversion terms at the fair market value and $3.1

million for the value of the 69,491 shares issued in payment of issuance costs. Upon exchange of the 2019 Convertible Notes, the holders forfeited accrued interest through the date of the exchange of $1.7 million, which the Company charged to interest expense and to equity.

For the July 2021 transaction, the Company reduced net debt outstanding and increased net equity on the consolidated balance sheet by $197.0 million, consisting of the par value of the 2019 and 2020 Convertible Notes exchanged of $201.1 million less the $4.1 million of remaining debt issuance costs associated with the exchanged notes. The Company also increased shares outstanding by 5,992,217 shares consisting of 5,097,166 shares issued at the initial conversion rate in the Indenture of 25.3405 plus an additional 895,051 shares. Additionally, the Company issued 78,419 shares as settlement of debt issuance costs paid to the Company’s advisor in connection with the conversion transaction. The Company recorded a loss on conversion of debt of $61.1 million comprised of $55.9 million related to the value of the shares issued in excess of the original conversion terms at the fair market value and $5.2 million for the value of the 78,419 shares issued in payment of issuance costs. Upon exchange of the 2019 and 2020 Convertible Notes, the holders forfeited accrued interest through the date of the exchange of $2.5 million, which the Company charged to interest expense and to equity.

The conditional conversion feature of the Convertible Notes was triggered as of June 30, 2021, and so the Notes were convertible at the option of the holders. Certain holders of the Convertible Notes converted approximately $0.7 million of aggregate principal amount of Convertible Notes into an aggregate of 18,775 shares. The shares were issued in October 2021.

The Company recognized a total loss on the conversion of debt of $100.6 million in the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2021. As of December 31, 2021, the Company held in treasury Convertible Notes in principal amount of $327.2 million which notes had not been cancelled.

Interest expense for the Convertible Notes was $12.0 million and $29.9 million for the years ended December 31, 2021 and 2020, respectively. For the year ended December 31, 2021, interest expense included accrued semi-annual coupon payable of $11.1 million and amortization of debt issuance costs of $0.9 million. For the year ended December 31, 2020, interest expense included amortization of the discount on the Convertible Notes of $15.0 million, accrued semi-annual coupon payable of $14.4 million and amortization of debt issuance costs of $0.5 million. As of December 31, 2021 and 2020, $3.0 million and $7.8 million, respectively of debt issuance costs was recorded on the consolidated balance sheet as a reduction to the carrying amount of the Convertible Notes.

The aggregate balance of the Convertible Notes, net of unamortized debt issuance costs, as of December 31, 2021 and 2020 was $189.0 million and $358.8 million, respectively.

Capped Call Transactions

On September 11, 2019, and May 6, 2020 concurrently with the pricing of the 2019 Convertible Notes and the 2020 Convertible Notes, the Company entered into capped call transactions with two counterparties. The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which is initially $39.4625 (the conversion price of the Convertible Notes) and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of such Convertible Notes. If, however, the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, which is initially $63.14 per share, representing a premium of 100% above the last reported sale price of $31.57 per share of its common stock on The Nasdaq Global Select Market on September 11, 2019, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.

Pursuant to ASC 815-40 Derivatives and Hedging, the Company determined that the capped call transactions should be classified as equity instruments and the capped call premium paid in the amount of $28.4 million and $43.1 million were recorded as reductions to additional paid-in capital at December 31, 2021 for the 2019 and 2020 Convertible Notes, respectively

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Investments Debt And Equity Securities [Abstract]

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

9. Leases

The underlying assets of the Company’s leases primarily relate to office space leases, but also include some equipment leases. The Company determines if an arrangement qualifies as a lease at its inception.

As a practical expedient permitted under Topic 842, the Company has elected to account for the lease and non-lease components as a single lease component for all leases of which it is the lessee. Lease payments, which may include lease and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts that depend on a rate or index as stipulated in the lease contract. When the Company cannot readily determine the rate implicit in the lease, the Company determines its incremental borrowing rate by using the rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment.

The Company enters into lease agreements with terms generally ranging from 2-7 years. Some of the Company’s lease agreements include Company options to extend the lease on a month-to-month basis or for set periods for up to five years. Many leases also include options to terminate the leases within one year or per other contractual terms. Renewal and termination options were generally not included in the lease term for the Company’s existing operating leases.

As of December 31, 2021 and 2020, all leases were classified as operating lease assets and liabilities. Additional information related to the operating lease assets and liabilities is as follows (in thousands):

	December 31,			December 31,
	2021			2020
Operating lease assets	$	19,901		$	17,719
Operating lease liabilities	$	21,196		$	18,902
Weighted average remaining term in years		4.66			4.66
Weighted average discount rate used to measure outstanding lease liabilities		7.71	%		7.74	%

For the years ended December 31, 2021, 2020, and 2019, the total lease cost for operating lease expense was approximately $5.6 million, $4.4 million, and $2.4 million, respectively.

Supplemental cash flow information related to operating leases for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands):

	2021		2020		2019
Operating cash flows from operating leases	$	5,989	$	4,732	$	2,013
Operating lease assets obtained in exchange for lease obligations	$	5,675	$	7,237	$	10,201

The maturity of the Company’s operating lease liabilities as of December 31, 2021 are as follows (in thousands):

2022	$	5,560
2023		5,625
2024		4,862
2025		4,423
2026 and thereafter		4,839
Total future minimum lease payments		25,309
Less imputed interest		(4,113	)
Total operating lease liabilities	$	21,196

Marketable Securities

12 Months Ended

Dec. 31, 2021

Marketable Securities

10. Marketable Securities

The amortized cost, gross unrealized holding losses and fair value of available-for-sale debt securities by type of security as of December 31, 2021 were as follows (in thousands):

	As of December 31, 2021
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
U.S. Government-related obligations	$	60,357	$	3	$	(2	)	$	60,358

	As of December 31, 2020
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
U.S. Government-related obligations	$	311,877	$	11	$	(19	)	$	311,869

All available-for-sale securities mature in one year or less.

Other Comprehensive Income and Accumulated Other Comprehensive Income

12 Months Ended

Dec. 31, 2021

Other Comprehensive Income and Accumulated Other Comprehensive Income

11. Other Comprehensive Income and Accumulated Other Comprehensive Income

The following tables summarize the changes in accumulated other comprehensive income/(loss), by component for the years ended December 31, 2021 and 2020 (in thousands):

	Unrealized Gains (Losses) from Marketable Securities			Foreign Currency Translation Adjustment			Total Accumulated Other Comprehensive Income (Loss)
Balances, December 31, 2020	$	(8	)	$	(109	)	$	(117	)
Net other comprehensive income (loss)		9			(1,982	)		(1,973	)
Balances, December 31, 2021	$	1		$	(2,091	)	$	(2,090	)


	Unrealized Gains (Losses) from Marketable Securities			Foreign Currency Translation Adjustment			Total Accumulated Other Comprehensive Income (Loss)
Balances, December 31, 2019	$	—		$	(154	)	$	(154	)
Net other comprehensive income (loss)		(8	)		45			37
Balances, December 31, 2020	$	(8	)	$	(109	)	$	(117	)

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

12. Fair Value Measurements

Level 1 – Quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly;

Level 3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The following table presents the fair value of financial instruments recorded originally at amortized cost or fair value and not re-measured on a recurring basis (in thousands):

		December 31, 2021
Balance Sheet Classification:	Type of Instrument	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents:	Money market funds	$	598,833	$	—	$	—	$	598,833
Total Financial Assets		$	598,833	$	—	$	—	$	598,833

		December 31, 2020
Balance Sheet Classification:	Type of Instrument	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents:	Money market funds	$	427,515	$	—	$	—	$	427,515
	Bank certificates of deposit		43,577		—		—		43,577
Total Financial Assets		$	471,092	$	—	$	—	$	471,092

The Company’s Convertible Notes are Level 1 category within the fair value level hierarchy at December 31, 2021 due to the adoption of ASU 2020- 06. The fair value of the Convertible Notes was $290.7 million at December 31, 2021. At December 31, 2020, the Company’s Convertible Notes were Level 2 category within the fair value level hierarchy. At December 31, 2020, the fair value of debt was determined using broker quotes in a non-active market for valuation. As of December 31, 2020, the fair value of the debt

component of the Company's Convertible Notes was $676.2 million. The Convertible Notes accrue a semi-annual coupon at an annual rate of 3.5%, which was included in accrued expenses in the consolidated balance sheets at December 31, 2021 and 2020.

The following table presents the fair value of financial instruments recorded at fair value at inception and remeasured on a recurring basis (in thousands):

		December 31, 2021
Balance Sheet Classification:	Type of Instrument	Level 1		Level 2		Level 3		Total
Financial Assets:
Marketable securities:	US government obligations		60,358		—		—		60,358
Total Financial Assets		$	60,358	$	—	$	—	$	60,358

		December 31, 2020
Balance Sheet Classification:	Type of Instrument	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents:	US government obligations	$	89,990	$	—	$	—	$	89,990
Marketable securities:	US government obligations		311,869		—		—		311,869
Total Financial Assets		$	401,859	$	—	$	—	$	401,859

Financial Liabilities:
Development derivative liability	Development derivative liability	$	—	$	—	$	257,868	$	257,868
Total Financial Liabilities		$	—	$	—	$	257,868	$	257,868

Prior to Regulatory Approval obtained on December 15, 2021, the fair value of the SFJ agreement was presented as a development derivative liability based on Level 3 inputs. The Company remeasured the development derivative liability on December 15, 2021 and reclassified it from development derivative liability to development liability. The derivative was valued using a scenario-based discounted cash flow method, whereby each scenario makes assumptions about the probability and timing of cash flows, and such cash flows are present valued using a risk-adjusted discount rate. The analysis is calibrated such that the value of the derivative as of the date of the SFJ agreement was consistent with an arm’s-length transaction. Key inputs to the Level 3 fair value model include (i) the probability and timing of achieving stated development milestones to receive the next tranches of funding, (ii) the probability and timing of achieving EMA approval, (iii) SFJ’s cost of borrowing, and (iv) the Company’s cost of borrowing.

SFJ’s implied cost of borrowing was 8.0% as of December 15, 2021 and December 31, 2020, and the Company’s implied cost of borrowing was 7.91% as of December 15, 2021 and 12.65% as of December 31, 2020. These implied costs of borrowing were determined assuming the SFJ agreement was initially executed with arm’s-length terms.

Organization Consolidation And Presentation Of Financial Statements [Abstract]

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

License and Collaboration Agreements

12 Months Ended

Dec. 31, 2021

License and Collaboration Agreements

13. License and Collaboration Agreements

Sobi License and Collaboration Agreement

On October 27, 2020, the Company and its subsidiaries Apellis Switzerland GmbH and APL DEL Holdings, LLC entered into a Collaboration and License Agreement with Sobi, concerning the development and commercialization of pegcetacoplan and specified other structurally and functionally similar compstatin analogues or derivatives for use systemically or for local non-ophthalmological administration (collectively referred to as the “Licensed Products”).

Under the collaboration agreement, the Company granted Sobi an exclusive (subject to certain retained rights of the Company), sublicensable license of certain patent rights and know-how to develop and commercialize Licensed Products in all countries outside of the United States. The Company retains the right to commercialize Licensed Products in the United States, and, subject to specified limitations, to develop Licensed Products worldwide for commercialization in the United States.

Under the collaboration agreement, the Company and Sobi have agreed to collaborate to develop Licensed Products for the treatment of paroxysmal nocturnal hemoglobinuria, cold agglutinin disease, hematopoietic stem cell transplantation-associated thrombotic microangiopathy, C3 glomerulopathy and immune complex membranoproliferative glomerulonephritis, and amyotrophic lateral sclerosis, and any other indications subsequently agreed upon by the parties, for commercialization by or on behalf of the Company in the United States and by or on behalf of Sobi outside of the United States. If the parties do not agree to jointly pursue any development activities for the Licensed Products (whether for an Initial Indication or otherwise), the party proposing to pursue such

activities may conduct such activities at its sole expense (with the non-proposing party having the right to obtain rights to the data generated by such development activities by paying a specified percentage of that expense), subject to agreed-upon exceptions that limit each party’s unilateral development rights.

The initial development plan sets forth the initial development activities to be conducted by each of the Company and Sobi, with the Company bearing all costs incurred in conducting the activities set forth in such initial development plan, as well as certain specified additional costs that are not included in the initial development plan that may be incurred by the parties in developing Licensed Products for paroxysmal nocturnal hemoglobinuria in the European Union and the United Kingdom. The Company and Sobi will form several governance committees to oversee the development and manufacture, and to review and discuss the commercialization, of Licensed Products.

The Company shall supply Licensed Products to Sobi for development and for commercialization outside of the United States in accordance with a supply agreement to be negotiated by the parties. The collaboration agreement grants Sobi the right to perform or have performed drug product manufacturing of Licensed Products for development and for commercialization outside the United States and to manufacture or have manufactured drug substance under certain circumstances.

Sobi Accounting Analysis

The Company has determined that the agreement is within the scope of ASC 808 as a contractual arrangement that involves a joint operating activity whereby both parties are (i) active participants in the activity and (ii) exposed to certain significant risks and rewards dependent on the commercial success of the activity. ASC Topic 808 does not address measurement or recognition matters but allows for analogizing to ASC 606. Pursuant to ASC 606, the Company performed the following five steps: (i) identified the contract(s) with a customer; (ii) identified the performance obligations in the contract; (iii) determined the transaction price; (iv) allocated the transaction price to the performance obligations in the contract; and (v) recognized revenue when (or as) the entity satisfies a performance obligation.

The Company identified the following material distinct promises under the Sobi Agreement: (1) licenses to develop and commercialize pegcetacoplan or, Licenses to IP, and (2) performance of research and development services. The Company determined the promises to be distinct because Sobi can benefit from each of the license and the development services on their own or with readily available services. The Company could have provided the license without any development services and Sobi would have been able to benefit from it by obtaining development services from another provider as the Licensed Products are at a more mature stage in their life cycle.

Under the agreement, Sobi agreed to pay the Company

a fixed amount of $250.0 million in an upfront payment in November 2020;

ii)

a fixed amount of an additional $80.0 million in development reimbursements, payable yearly in four tranches in amounts determined based upon actual expenses incurred by the Company;

iii)

up to an aggregate of $915.0 million upon the achievement of specified one-time regulatory and commercial milestone events; and

iv)

tiered, double-digit royalties, ranging from high teens to high twenties, on sales of Licensed Products outside of the United States, subject to customary deductions and third-party payment obligations.

At contract inception, the $250.0 million non-refundable payment and the $80.0 million reimbursements were fixed proceeds. The Company evaluated whether Sobi is a customer for either of the distinct promises in the agreement. Under the Licenses to IP, the Company determined that Sobi is a customer as the know-how provided and the right granted by the Company to Sobi are outputs of the Company’s business activities for which the Company will receive consideration. With respect to research and development activity, management determined that there is no vendor relationship as performing research and development activities for others is not a part of the Company’s ongoing central operations. Based upon the evaluation of the relative fair values, the Company allocated

the purchase price of $250.0 million and the related milestones and royalties to the license of IP and $80.0 million to performance of research and development activities.

The milestone and royalty payments are subject to activities outside the control of the Company. Per ASC 606, the Company considers this to be a customer/ vendor relationship, therefore, the Company will include the regulatory milestone payments in the total transaction price when it is probable that a significant reversal of revenue would not occur in a future period. The Company will recognize commercial milestone and royalty revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which the commercial milestone or royalty has been allocated has been satisfied. In case of commercial milestone or royalty payments, the Company will recognize revenue in the same period that the sales are completed for which the Company is contractually entitled to the milestone or percentage-based royalty payment. To date, the Company has not recognized any commercial milestone or royalty revenue resulting from any of our licensing arrangements. Management will periodically assess the elements of the contract and re-evaluate revenue recognition as necessary.

Pursuant to ASC 606, the Company has recognized the $250.0 million in revenue as this is the amount allocated to the license. The $80.0 million reimbursement for research and development activities does not constitute a customer/vendor relationship and thus is not in the scope of ASC 606. As ASC 808 does not include recognition guidance, the Company has established an accounting policy to recognize the payments under the reimbursement as a receivable on the balance sheet in an amount that is to be reimbursed based upon expense incurred by the Company, with a contra- research and development expense recognized in the statement of operations, over time as the expenses are incurred.

Under the Sobi collaboration agreement, for the year ended December 31, 2021, we recognized licensing revenue of $50.0 million in licensing revenue related to the probable achievement of the development milestone for first regulatory and reimbursement approval in Europe. For the year ended December 31, 2021, we recognized in the consolidated statement of operations $32.0 million of contra research and development expense relative to the amount expected to be reimbursed under the $80.0 million for research and development incurred expenses. As of December 31, 2021, we have a receivable of $100.0 million, with $70.0 million in current and $30.0 million in long term assets, respectively, on the consolidated balance sheet. If the milestone we consider probable of achievement is not achieved, we will recognize a reversal of $50.0 million in license revenue.

Under the Sobi collaboration agreement, for the year ended December 31, 2020, we recognized $250.0 million of licensing revenue in the consolidated statement of operations. For the year ended December 31, 2020, we also recognized in the consolidated statement of operations $43.0 million of contra research and development expense relative to the amount expected to be reimbursed under the $80.0 million for research and development incurred expenses. We also recognized a corresponding receivable of $43.0 million, with $25.0 million in current and $18.0 million in long term assets, respectively, on the consolidated balance sheet as of December 31, 2020.

University of Pennsylvania License Agreement

The Company is a party to a license agreement with the Trustees of the University of Pennsylvania (“Penn”) for an exclusive, worldwide license to specified patent rights. The Company is required to pay annual maintenance fees of $0.1 million until the first sale of a licensed product. The Company is also required to make milestone payments aggregating up to $3.2 million based upon the achievement of specified development and regulatory milestones and up to $5.0 million based upon the achievement of specified annual sales milestones with respect to each licensed product, and to pay low single-digit royalties based on net sales of each licensed product and with minimum quarterly royalty thresholds. In addition, the Company is obligated to pay a specified portion of income it receives from sublicensees.

In addition, the Company is also party to a license agreement with Penn for an exclusive, worldwide license to specified patent rights for the development and commercialization of products in fields of use, as defined therein. The Company is required to pay annual maintenance fees of $0.1 million until the first sale of a licensed product. The Company is required to make milestone payments aggregating up to $1.7 million, based upon the achievement of development and regulatory approval milestones, and up to $2.5 million, based upon the achievement of annual sales milestones with respect to each of the first two licensed products. The license agreement also requires the Company to pay low single digit royalties based on net sales of each licensed product, subject to minimum quarterly royalty thresholds. In addition, the Company is obligated to pay a specified portion of income it receives from sublicensees. In January 2021, the Company paid $25.0 million for sublicense fee owed to Penn related to the Sobi Agreement and another licensing transaction. As of December 31, 2020 the $25.0 million was recognized in accrued expenses on the consolidated balance sheet and recognized in license fees on the consolidated income statement. In August 2021 the Company paid $1.0 million to Penn upon the achievement of a development milestone. Additionally, in December 2021, the Company recorded $5.0 million based on the probable achievement of a development milestone.

Beam Research Collaboration

In June 2021, the Company entered into an exclusive five-year research collaboration with Beam focused on the use of Beam’s proprietary base editing technology to discover new treatments for complement-driven diseases. The Company and Beam agreed to collaborate on up to six research programs focused on C3 and other complement targets in the eye, liver and brain. Under the terms of the collaboration agreement, Apellis is responsible for selecting specific genes within the complement system in various organs including the eye, liver and brain (the “Target List”) and providing analytical support while Beam will apply its base editing technology and conduct preclinical research on up to six base editing programs for the Target List. During the first five years of the collaboration agreement, Beam is prohibited from developing on its own or with a third party any base editing therapies associated with the items on the Target List but does not prevent Beam from licensing its intellectual property to a third-party for another purpose outside of the Target List. The Company will have exclusive rights to license each of the six programs and will assume responsibility for subsequent development and commercialization. Beam may elect to enter a 50-50 co-development and U.S. co-commercialization agreement with the Company with respect to any one program licensed under the collaboration and upon such election any license agreement in place at that time, would be terminated.

As part of the collaboration, the Company agreed to pay a $50.0 million up-front, non-refundable payment to Beam, which the Company paid in July 2021. The Company is to pay an additional $25.0 million payment on the first anniversary of the agreement on June 30, 2022. The Company and Beam will each be responsible for their own costs during the research collaboration. If and after the opt-in license rights are exercised for each of the up to six programs, Beam will be eligible to receive development, regulatory and sales milestones from the Company, as well as royalty payments on sales. The collaboration has an initial term of five years and may be extended up to two years on a per year program-by-program basis.

The Company analyzed the research collaboration agreement pursuant to ASC 808 to assess whether the agreement involved joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. Since each party is actively participating in this activity and exposed to significant risks and rewards related to the activity through each party’s costs will be accounted for under ASC 808.

Since ASC 808 does not provide recognition guidance, the Company referred to the guidance under ASC 730 to arrangements involving payments by the Company. ASC 730 requires the Company to recognize research and developments costs as expense as incurred since the payment was made for the use of Beam’s intellectual property and research and development services and there is no alternative use.

The Company recorded the $50.0 million up-front, non-refundable payment to Beam, recorded as a cost of research collaboration in research and development expenses as of December 31, 2021. In addition, for the year ended December 31, 2021, the Company recorded the $25.0 million anniversary payment as a cost of research collaboration in research and development expenses which was considered probable of achievement.

401(k) Profit Sharing Plan and Trust

12 Months Ended

Dec. 31, 2021

Compensation And Retirement Disclosure [Abstract]

401(k) Profit Sharing Plan and Trust

14. 401(k) Profit Sharing Plan and Trust

In July 2010, the Company adopted an employee profit-sharing plan (the “401(k) Plan”), qualified under Section 401(k) of the Internal Revenue Code (the “IRC”). All of the Company’s full-time employees who have attained the age of 21 are eligible to participate in the 401(k) Plan immediately upon employment. Pursuant to the 401(k) Plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit and have the amount of the reduction contributed to the 401(k) Plan. In 2021, 2020 and 2019, the Company recorded $3.1 million, $2.1 million and $0.8 million respectively, for employer contributions made to the 401(k) Plan.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

15. Income Taxes

The components of loss from continuing operations before provision for income taxes are as follows (in thousands):

	Year Ended December 31,
	2021			2020			2019
United States	$	(314,673	)	$	(118,839	)	$	(297,127	)
Foreign		(431,329	)		(224,190	)		(7,580	)
Total	$	(746,002	)	$	(343,029	)	$	(304,707	)

Provision for income taxes for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands):

	Year Ended December 31, 2021		Year Ended December 31, 2020		Year Ended December 31, 2019
Current income tax expense:
U.S. Federal	$	—	$	—	$	—
U.S. State and Local		205		57		—
Foreign		147		1,788		—
Total current income tax expense		352		1,845		—
Deferred income tax expense:
U.S. Federal		—		—		—
U.S. State and Local		—		—		—
Foreign		—		—		—
Total deferred income tax expense		—		—		—
Total tax expense	$	352	$	1,845	$	—

A reconciliation between the U.S. federal statutory tax rate and our effective tax rate is summarized as follows (in thousands):

	Year Ended December
	2021						2020						2019
	Amount			Percentage of income before income taxes			Amount			Percentage of income before income taxes			Amount			Percentage of income before income taxes
Statutory U.S. federal income tax	$	(156,660	)		21.0	%	$	(72,036	)		21.0	%	$	(63,988	)		21.0	%
Foreign tax rate differential		38,677			(5.2	)		22,760			(6.6	)		—			—
State income taxes, net of federal benefit		(14,145	)		1.9			(14,107	)		4.1			(16,424	)		5.4
Change in valuation allowances		133,668			(17.9	)		240,065			(69.9	)		90,300			(29.6	)
Intellectual property transfer		—			—			(162,000	)		47.2			—			—
Tax credits		(20,005	)		2.6			(11,696	)		3.4			(6,113	)		2.0
Change in state apportionment		—			—			93			—			(17	)		—
Loss on debt conversion		19,548			(2.6	)		—			—			—			—
Permanent and other		(731	)		0.1			(1,234	)		0.3			(3,758	)		1.2
Effective income tax provision	$	352			(0.1	)	$	1,845			(0.5	)	$	—			—

The Company’s effective income tax rate for the year ended December 31, 2021 compared to the year ended December 31, 2020 decreased primarily as a result of subsidiary operations in foreign jurisdictions.

The Company accounts for income taxes in accordance with ASC Topic 740. Deferred income tax assets and liabilities are determined based upon temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The following table presents the principal components of the Company’s deferred tax assets and liabilities (in thousands):

	December 31,
	2021			2020
Deferred tax assets:
Intangible assets	$	180,963		$	162,011
Share-based compensation		22,404			11,827
Deferred interest expense		3,925			—
Net operating loss carryforwards		167,160			122,731
Research and development credits		39,672			24,992
Orphan drug credits		23,678			14,372
Development derivative liability		91,183			68,883
Convertible debt		5,551			—
Lease liability		5,029			—
Accruals		5,100			4,520
Other		—			207
Total deferred tax assets		544,665			409,543
Deferred tax liabilities:
Fixed assets		(69	)		(23	)
Convertible debt		—			(10,473	)
Right-of-use asset		(4,874	)		—
481(a) adjustment		(937	)		(1,935	)
Total deferred tax liabilities		(5,880	)		(12,431	)
Net deferred tax assets before allowance:		538,785			397,112
Less valuation allowance		(538,785	)		(397,112	)
Net deferred tax assets	$	—		$	—

ASC Topic 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, the Company has recorded full valuation allowances against its domestic and foreign deferred tax assets on December 31, 2021, because management has determined that is it more likely than not that these assets will not be realized. The valuation allowance increased by $141.7 million from December 31, 2020 to December 31, 2021, primarily due to increases in operating losses, development derivative liability, convertible debt transaction and research and development tax credits.

On December 31, 2021, the Company had approximately $355.8 million, $411.2 million and $623.7 million of federal, state and foreign net operating loss carryforward, respectively. On December 31, 2020, the Company had approximately $358.2 million, $405.0 million and $240.9 million of federal, state and foreign net operating loss carryforwards, respectively. The Company also had federal and state research and development tax credit carryforwards $54.2 million and $11.4 million, respectively of as of December 31, 2021. Federal net operating loss carryforward in the amount of $276.9 million may be carried forward indefinitely. The remaining federal and state net operating loss, research and development tax credit carryforwards begin to expire in 2033. The Company’s foreign net operating loss carryforwards will begin to expire in 2026.

Under the provisions of the Internal Revenue Code (“IRC”), the net operating loss (“NOL”), and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the IRC, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception that it believes may have resulted in a change in control as defined by Sections 382 and 383 of the IRC.

The Company does not have any unrecognized tax benefits during any periods presented and does not expect this to significantly change in the next twelve months. There were no interest and penalties recorded in the statement of operations during any period and no amounts accrued for interest and penalties on December 31, 2021 or 2020.

The Company and its subsidiaries file income tax returns in the United States, as well as various state and foreign jurisdictions. Generally, the tax years 2018 through 2020 remain open and subject to examination by the major taxing jurisdictions to which the Company is subject. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, or state or foreign tax authorities, to the extent utilized in a future period.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

16. Commitments and Contingencies

The Company contracts to conduct research and development activities with third parties. The scope of the services under the research and development contracts can be modified and the contracts cancelled by the Company upon written notice. In some instances, the contracts may be cancelled by the third party upon written notice. If the Company were to cancel these contracts as of December 31, 2021, the Company would be required to pay certain termination costs and other fees of approximately $2.3 million that would be incurred in future periods.

The Company has certain non-cancelable purchase obligations related to the manufacturing of drug substance and drug product, with Bachem, agreeing to purchase a significant portion of our requirements for the pegcetacoplan drug substance over the next five years and a commercial supply agreement with NOF Corporation, or NOF, to purchase activated polyethylene glycol derivative, or PEG, which is a component of pegcetacoplan. Under these agreements, as of December 31, 2021, we are obligated to pay up to $102.5 million to these vendors. In addition, we have other non-cancelable purchase agreements as of December 31, 2021, where we are obligated to pay up to $3.0 million to these vendors.

Following regulatory approval by the FDA and EMA for the use of pegcetacoplan as a treatment for PNH, the Company has or will have certain payment and other obligations under the SFJ Agreement, which are discussed above in Note 6.

The Company is a party to a master lease agreement under which the Company leases vehicles with initial terms of 36 months from the date of delivery. If the Company were unable to take delivery of a previously ordered vehicle, the Company may incur nominal fees.

Indemnifications—In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend indemnified parties for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has not incurred any cost to defend lawsuits or settle claims related to these indemnification provisions.

Legal—During the normal course of business, the Company may be a party to legal claims that may not be covered by insurance. Management does not believe that any such claims would have a material impact on the Company’s consolidated financial statements.

Equity Incentive Plans

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity Incentive Plans

17. Equity Incentive Plans

Share-based Compensation

The Company’s Board of Directors adopted, and its stockholders approved, an equity incentive plan in 2010 (as amended, the “2010 Plan”). The Board of Directors and stockholders amended the 2010 Plan in August 2017 to increase the number of shares of common stock reserved for issuance thereunder to 6,188,466. The 2010 Plan allowed for the grant of incentive stock options and non-qualified stock options to purchase common stock for employees, directors and consultants under terms and conditions established by the Board of Directors. Incentive stock options and nonqualified stock options were granted at exercise prices that were no less than 100% of the estimated fair value per share of the common stock on the date of grant. If an individual owns capital stock representing more than 10% of the voting shares, the price of each share was at least 110% of the fair value on the date of grant. The Board of Directors determined the fair value of common stock with the assistance of a third-party specialist. Options expire 10 years from the issuance date. Following the adoption of the 2017 Stock Incentive Plan, the Company no longer grants stock options or other awards under the 2010 Plan.

In October 2017, the Company’s Board of Directors adopted, and its stockholders approved, the 2017 Stock Incentive Plan (the “2017 Plan”), which became effective on November 8, 2017. The 2017 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, awards of restricted stock, restricted stock units and other stock-based awards. The number of shares of common stock reserved for issuance under the 2017 plan is the sum of (i) 1,359,587 shares of common stock, plus (ii) an additional number of shares of common stock equal to the sum of (a) the number of shares of common stock reserved for issuance under the 2010 equity incentive plan that remained available for future issuance immediately prior to the effectiveness of the 2017 Plan, which was 299,568 shares, and (b) the number of shares of common stock subject to outstanding awards under the 2010

equity incentive plan upon effectiveness of the 2017 plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right plus (iii) an annual increase, to be added the first day of each fiscal year, beginning with the fiscal year ending December 31, 2018 and continuing until, and including, the fiscal year ending December 31, 2027, equal to the lowest of 4,219,409 shares of common stock, 4.0% of the number of shares of common stock outstanding on the first day of the fiscal year and an amount determined by the board of directors.

As of December 31, 2021, a total of 11,013,982 shares of common stock were reserved for issuance under the 2017 Plan. In January 2022, the shares available for future issuance under the 2017 plan were increased by 3,900,850 shares pursuant to the annual increase described above.

Additionally, during 2019 and thereafter, the Company has granted equity awards as equity inducement awards material to entry into employment with the Company to certain newly hired employees outside of the Company’s existing plans in accordance with Nasdaq listing rule 5635(c)(4). In February 2020 the Board of Directors adopted the 2020 Inducement Stock Incentive Plan (the “2020 Plan”), which permitted the Company to grant equity awards to newly hired employees in accordance with Nasdaq listing rule 5635(c)(4). The aggregate number of shares reserved for issuance under the 2020 Plan was initially 750,000 shares but was increased to 1,050,000 shares in January 2021 and to 1,350,000 shares in February 2022.

In October 2017, the Company’s board of directors adopted and the Company’s stockholders approved the 2017 Employee Stock Purchase Plan (“ESPP”), which became effective upon the IPO and provides participating employees with the opportunity to purchase up to an aggregate of 468,823 shares of common stock. The number of shares of common stock reserved for issuance under the 2017 ESPP will automatically increase on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2018 and continuing until, and including, the fiscal year ending December 31, 2027, equal to the lowest of (i) 937,646 shares of common stock, (ii) 1.0% of the number of shares of common stock outstanding on the first day of the fiscal year and (iii) an amount determined by the board of directors. The board of directors initiated the first offering under ESPP in October 2019.

Total share-based compensation expense related to the various plans during the years ended was as follows (in thousands):

	Year Ended December 31,
	2021		2020		2019
Research and development	$	30,586	$	21,381	$	10,683
General and administrative		40,081		23,995		10,461
Total share-based compensation expense	$	70,667	$	45,376	$	21,144

Stock Options—Options granted generally vest over 48 months. Options granted to employees on or after December 5, 2013 generally vest in installments of (i) 25% at the one-year anniversary and (ii) in either 36 equal monthly or 12 equal quarterly installments beginning in the thirteenth month after the initial vesting commencement date (as defined) subject to the employee’s continuous service with the Company. Options granted before December 5, 2013 vest over four years in equal annual installments of 25% at each anniversary of the grant date.

Under the Executive Separation Benefits and Retention Plan and by resolutions adopted by the Compensation Committee in October 2019, the stock options granted to the Company’s executives and employees will become fully vested upon the occurrence of a change in control, as defined in the Executive Separation Benefits and Retention Plan, if such executive or employee is terminated without cause or resigns for good reason within 12 months after such change in control.

The following table summarizes the Company’s stock option activity:

				Weighted -		Weighted -
				Average		Average		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Life		Value
	(in thousands)			Per Share		(in years)		(in thousands)
Outstanding, December 31, 2020		11,736		$	19.13
Granted		2,663			48.10
Exercised		(1,064	)		13.82
Forfeited		(773	)		36.53
Outstanding, December 31, 2021		12,562		$	24.65
Options exercisable, December 31, 2021		7,699		$	16.24		5.84	$	240,004
Expected to vest, December 31, 2021		4,863		$	37.95		8.43	$	51,821

The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the fair value of the common stock as of December 31, 2021.

During the years ended December 31, 2021, 2020 and 2019, the Company granted stock options to purchase an aggregate of 2.7 million, 2.9 million and 4.4 million shares of its common stock, respectively with weighted average grant date fair values of $30.72, $27.52 and $17.31, respectively.

The aggregate intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 were $39.9 million, $38.0 million, and $15.7 million respectively calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options on the respective date of exercise.

The fair market value of options vested during the years ended December 2021, 2020 and 2019 was $53.2 million, $33.6 million and $12.9 million, respectively.

On December 31, 2021, unrecognized compensation expense related to unvested options, was $105.1 million, which the Company expects to recognize over an estimated weighted-average period of 2.58 years.

The assumptions used in the Black-Scholes model to estimate the grant date fair value are as follows:

	Year Ended December 31,
	2021	2020	2019
Risk-free interest rate	0.41 - 1.34%	0.32 - 1.76%	1.42 - 2.56%
Dividend yield	0%	0%	0%
Volatility	71.7 - 74.4%	84.4 - 87.8%	102.6 - 111.2%
Expected terms (years)	5.31 - 6.08	5.31 - 6.08	5.31 - 6.08

Restricted Stock Units— The fair value of RSU’s is estimated based upon the closing market price of the Company’s common stock on the date of grant. RSUs generally vest annually over a four-year period:

	Number of Stock Units (in thousands)			Weighted Average Grant Date Fair Value Per Share
Unvested Balance at December 31, 2020		502		$	38.84
Granted		996			45.01
Vested		(129	)		39.11
Forfeited		(145	)		43.76
Unvested Balance at December 31, 2021		1,224			43.25

The aggregate intrinsic value of restricted grants vested during the year ended December 31, 2021, was $6.3 million. The fair market value of restricted stock units vested during the year ended December 2021 was $5.0 million.

On December 31, 2021, there was approximately $43.1 million of related unrecognized compensation cost which the Company expects to recognize over a remaining weighted average period of 2.89 years.

Employee Stock Purchase Plan—On December 31, 2021, 801,217 shares of common stock remained available for issuance pursuant to the ESPP. Eligible employees who elect to participate in an offering under the ESPP may have up to 15 percent of their earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the ESPP. The price of common stock purchased under the ESPP is equal to 85 percent of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant purchase date. During the year ended December 31, 2021, a total of 112,009 shares of common stock were issued under the ESPP at average per share price of $26.52. During the year ended December 31, 2021, the Company recorded cash received from the issuance of stock to the ESPP of $3.0 million and recorded $1.6 million of stock-based compensation expense related to the ESPP.

Net Loss per Common Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss per Common Share

18. Net Loss per Common Share

The following table presents the calculation of basic and diluted net loss per common share (amounts in thousands except per share amounts):

	Year Ended December 31,
	2021			2020			2019
Numerator:
Net loss	$	(746,354	)	$	(344,874	)	$	(304,707	)
Denominator:
Weighted-average number of common shares used in net loss per common share -- basic and diluted		84,421			75,163			62,229
Net loss per common share -- basic and diluted	$	(8.84	)	$	(4.59	)	$	(4.90	)

Shares outstanding presented below were excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method, as their effect is anti-dilutive (in thousands):

	Year Ended December 31,
	2021		2020		2019
Convertible notes		4,865		13,177		—
Common stock under option		12,562		11,736		10,854
Restricted stock units		1,224		502		—
Total		18,651		25,415		10,854

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Apellis Australia Pty Ltd, Apellis Bermuda Limited, Apellis Germany GmbH, Apellis Ireland Ltd, Apellis Netherlands B.V., Apellis Switzerland GmbH, Apellis UK Limited, APL DEL Holdings LLC, APL Sales Corp I, LLC, APL PRG I, Corp., Apellis Cayman Holdings, Ltd., APL DEL Holdings II, LLC and Apellis MA Securities Corp. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (the “SEC”).
Revenue Recognition	Revenue Recognition The Company’s revenues consist of product sales of EMPAVELI and revenue derived from its collaboration arrangement with Sobi. See Note 13, License and Collaboration Agreements for further discussion related to the Sobi Collaboration and License Agreement. The Company accounts for contracts with its customers in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers, (“ASC 606”). Pursuant to ASC 606, for arrangements or transactions between participants determined to be within the scope of the contracts with customers guidance, the Company performs the following five steps to determine the appropriate amount of revenue to be recognized as the Company fulfills its obligations: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when, or as, the customer obtains control of that asset. For performance obligations that are satisfied over time, the Company recognizes revenue using an input or output measure of progress that best depicts the satisfaction of the relevant performance obligation.
Product Revenue	Product Revenue In 2021, the Company’s revenue from net product sales was generated in the United States following the FDA’s approval for marketing of EMPAVELI for the treatment of PNH in May 2021. The Company sells EMPAVELI principally through arrangements with specialty pharmacies (“SPs”) and specialty distributors (“SDs”), who are the Company’s customers. The customers subsequently resell the product to patients and health care providers. The Company applies the ASC 606 five step process discussed above to the contracts with SPs and SDs. The Company provides limited right of return to the customers in cases of shipment errors or expiring or defective products. Product revenues are recognized when the customers take control of the product, which typically occurs upon delivery to the customers. The Company recognizes revenue from product sales at the net sales price which includes estimates of variable consideration for which reserves are established and reflects each of these as a reduction to the revenue. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which the Company is entitled based on the terms of the contract. The amount of variable consideration that is included in the transaction price may be constrained. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from estimates, the Company may need to adjust its estimates, which would affect net revenue in the period of adjustment. The following are the Company’s significant categories of variable consideration: Distribution Fees: Distribution fees include distribution service fees paid to SPs and SDs based on a contractually fixed percentage of the wholesale acquisition cost (WAC), fees for data, and prompt payment discounts. The Company does not receive a distinct good or service in exchange for the payment. Distribution fees are recorded as an offset to revenue based on contractual terms at the time revenue from the sale is recognized. Chargebacks: Chargebacks are discounts and fees related to contracts with various third-party payers including pharmacy benefit managers, private healthcare insurers and government healthcare programs that purchase from SDs at a discounted price. SDs charge back to the Company the difference between the price initially paid by SDs and the discounted price paid to SDs by these entities. The Company issues credit notes for the chargeback which are applied to future sales. Product Returns: Consistent with industry practice, the Company offers SPs and SDs limited product return rights for shipment errors or expiring or defective products; provided that the return is within a specified period around the product expiration date as set forth in the applicable individual distribution agreement. The Company does not allow product returns for product that has been dispensed to a patient. As the Company receives inventory reports from SPs and SDs and has visibility into the inventory distribution channel, it is able to make a reasonable estimate of future potential product returns based on this on-hand channel inventory data and sell-through data obtained from SPs and SDs. In arriving at its estimate for product returns, the Company also considers historical product returns (to the extent available), the underlying product demand, and industry data specific to the specialty pharmaceutical distribution industry.
Licensing and Collaboration Revenue	Licensing and Collaboration Revenue The Company analyzes license and collaboration arrangements pursuant to FASB ASC Topic 808, Collaborative Arrangement Guidance and Considerations, (“ASC 808”) to assess whether such arrangements, or transactions between arrangement participants, involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities or are more akin to a vendor-customer relationship. In making this evaluation, the Company considers whether the activities of the collaboration are considered to be distinct and deemed to be within the scope of the collaborative arrangement guidance or if they are more reflective of a vendor-customer relationship and, therefore, within the scope of ASC 606. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For elements of collaboration arrangements that are not accounted for pursuant to guidance in ASC 606, an appropriate recognition method is determined and applied consistently, generally by analogy to the revenue from contracts with customers guidance. Amounts related to transactions with a counterparty in a collaborative arrangement that is not a customer are presented as collaboration revenue and in a separate line item from revenue recognized from contracts with customers, if any, in our consolidated statements of operations. Pursuant to ASC 606, for arrangements or transactions between arrangement participants determined to be within the scope of the contracts with customers guidance, the Company performs the five-step process discussed above to determine the appropriate amount of revenue to be recognized as the Company fulfills its obligations. We evaluate the performance obligations promised in the contract that are based on goods and services that will be transferred to the customer and determine whether those obligations are both (i) capable of being distinct and (ii) distinct in the context of the contract. Goods or services that meet these criteria are considered distinct performance obligations. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential transaction price and the likelihood that the transaction price will be received. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration that is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. We assess if these options provide a material right to the customer and, if so, these options are considered performance obligations. The Company has not currently identified any such material rights. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when, or as, the customer obtains control of that asset. For performance obligations that are satisfied over time, the Company recognizes revenue using an input or output measure of progress that best depicts the satisfaction of the relevant performance obligation. After contract inception, the transaction price is reassessed at every period end and updated for changes such as resolution of uncertain events. Any change in the overall transaction price is allocated to the performance obligations on the same methodology as at contract inception. See Note 13, License and Collaboration Agreements, for further discussion related to the Sobi collaboration agreement.
Offering Costs	Offering Costs Offering costs represent underwriting, legal, accounting and other direct costs related to the Company’s follow-on offerings and filing of a registration statement on Form S-3 in 2019, and to the Company’s offering of Convertible Notes in 2020 and 2019. Costs were deferred until completion of the follow-on offerings and offering of Convertible Notes, at which time they were reclassified to additional paid-in capital as a reduction of the proceeds.
Segment Information	Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: development derivative liability, accrued expenses, prepaid expenses, convertible debt and taxes.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company is required to disclose information on the fair value of financial instruments and inputs that enable an assessment of the fair value. The three levels of the fair value hierarchy prioritize valuation inputs based upon the observable nature of those inputs as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly; Level 3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The Company’s financial instruments, in addition to those presented in Note 8, Long-term Debt, Note 10, Marketable Securities, and Note 12, Fair Value Measurements, include cash and cash equivalents, accounts payable and accrued liabilities. Management believes that the carrying amounts of cash and cash equivalents, accounts payable and accrued expenses approximate the fair value due to the short-term nature of those instruments.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents are defined as cash in banks and investment instruments having maturities of three months or less from their acquisition date. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents are valued at cost, which approximates the fair value. See Note 12, Fair Value Measurements, for additional information.
Accounts Receivable	Accounts Receivable The Company’s accounts receivable primarily arise from product sales. They are generally stated at the invoiced amount and do not bear interest. The Company recognizes revenue from product sales at the net sales price which includes estimates of variable consideration for which reserves are established and reflects each of these as a reduction to the revenue. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which the Company is entitled based on the terms of the contract. The amount of variable consideration that is included in the transaction price may be constrained. The accounts receivable from product sales represents receivables due from the Company’s SPs or SDs. The Company has had no historical write offs of its accounts receivable, and its payment terms are generally 30-65 days. The Company monitors the financial performance and creditworthiness of its customers and provides reserves against trade receivables for expected credit losses that may result from a customer’s inability to pay. Amounts determined to be uncollectible are written-off against the established reserve. As of December 31, 2021, the credit profiles for the Company’s customers were deemed to be in good standing and an allowance for credit losses was not considered necessary.
Inventory	Inventory Inventory is recorded at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. Inventory costs include third-party contract manufacturing, third-party packaging services, and freight. The Company primarily uses actual costs to determine the cost basis for its inventory. The Company periodically reviews its inventories to identify obsolete, slow moving, excess or otherwise unsaleable items. The determination of whether inventory costs will be realizable requires estimates by management. The Company does not have any obsolete inventory as of December 31, 2021. Prior to regulatory approval of its product candidates, the Company expensed costs associated with the manufacturing of its product candidates to research and development expense unless the Company was reasonably certain such costs have future commercial use and net realizable value. When the Company believes regulatory approval and subsequent commercialization of our product candidates is probable, and the Company also expects future economic benefit from the sales of the product candidates to be realized, the Company will then capitalize the costs of production as inventory. Prior to receiving FDA approval for EMPAVELI on May 14, 2021, the Company included in research and development expense the costs associated with the manufacture of EMPAVELI inventory to be sold upon commercialization. As a result, the manufacturing costs related to the EMPAVELI inventory build-up incurred before FDA approval were expensed, totaling approximately $60.4 million in a prior period and are, therefore, excluded from the cost of goods sold for the year ended December 31, 2021.
Development Derivative Liability and Development Liability	Development Derivative Liability and Development Liability Prior to obtaining Regulatory Approval, the development derivative liability was recorded at fair value using a scenario-based discounted cash flow method, whereby each scenario makes assumptions about the probability and timing of cash flows, and such cash flows are present valued using a risk-adjusted discount rate. The liability was remeasured quarterly with any change in fair value recorded in loss from remeasurement of development derivative liability on the consolidated statements of operations and comprehensive loss. Following the EMA approval obtained on December 15, 2021, the Company will make annual payments to SFJ following pre-determined, fixed payment schedules as set forth in the SFJ agreement and SFJ amendment. The Company made a $4.0 million initial payment to SFJ in June 2021 for FDA approval, and, as of December 31,2021, the remaining annual payments due to SFJ totaled $456.0 million, with the first payment of $5.0 million due in January 2022 and the final payment due in 2027. As the variability of the future payments derived from the underlying contingency (i.e., EMA approval and FDA approval) no longer exist, the Company remeasured the development derivative liability on December 15, 2021 and reclassified it from development derivative liability to development liability, with subsequent accounting to follow an effective interest accretion schedule to the fixed payment amounts. From December 15, 2021 and thereafter until the final annual payment due December 2027, the development liability will be accreted from its initial carrying amount to the total payment amount using the effective interest rate method under ASC 835 over the remaining life of the SFJ agreement. The difference between the carrying amount and the total payment amount is presented as discount to the development liability. The accretion is recorded as interest expense in the consolidated income statement.
Foreign Currency	Foreign Currency The financial position and results of operations of the Company's Australian, Irish and German subsidiaries are measured using the foreign subsidiary’s local currency. Revenues and expenses of the subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the respective periods. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity. The financial position and results of operations of the Company’s Swiss subsidiary are measured and reported in U.S. dollars and transactions are translated to U.S. dollars at the end of the period.
Research and Development	Research and Development Costs incurred in connection with research and development activities are expensed as incurred. Research and development expenses include (i) employee-related expenses, including salaries, benefits, travel and share-based compensation expense; (ii) external research and development expenses incurred under arrangements with third parties, such as contract research and contract manufacturing organizations, investigational sites and consultants, including share-based compensation expense for consultants; (iii) the cost of acquiring, developing and manufacturing clinical study materials; and (iv) costs associated with preclinical and clinical activities and regulatory operations. The Company enters into consulting, research and other agreements with commercial entities, researchers, universities and others for the provision of goods and services. Such arrangements are generally cancellable upon reasonable notice and payment of costs incurred. Costs are considered incurred based on an evaluation of the progress to completion of specific tasks under each contract using information and data provided by the Company’s clinical sites and vendors. These costs consist of direct and indirect costs associated with specific projects, as well as fees paid to various entities that perform certain research on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly.
Patents	Patents Costs incurred in connection with the application for and issuance of patents are expensed as incurred.
Income Taxes	Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. As of December 31, 2021 and 2020, the Company did not have any significant uncertain tax positions.
Concentrations of Credit Risk	Concentrations of Credit Risk Cash and cash equivalents are the only financial instruments that potentially subject the Company to concentrations of credit risk. Cash and cash equivalents are held at financial institutions in the United States, Netherlands, Switzerland, Australia, Ireland and Germany. The Company is exposed to credit risk in the event of default by the financial institution to the extent that cash and cash equivalent balances recorded in the balance sheets are in excess of the amounts that are insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses on its deposits since inception, and management believes that minimal credit risk exists with respect to these financial institutions.
Net Loss per Share	Net Loss per Share Basic net loss per common share is calculated by dividing net loss by the weighted-average shares outstanding during the period. For purposes of the diluted net loss per share calculation, convertible notes and common stock options are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share were the same for all periods presented.
Comprehensive Loss	Comprehensive Loss The Company’s components of comprehensive loss other than its net loss, are foreign currency gains/losses recorded from the remeasurement of the long-term intra-entity loan transaction to the Company’s wholly owned subsidiaries, foreign currency gain/loss from the translation of the Company’s wholly owned subsidiaries into U.S. dollars, and unrealized gains and losses on marketable securities.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) to reduce complexity in applying GAAP to certain financial instruments with characteristics of liability and equity. The ASU removes the guidance that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The ASU further revises the guidance to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The new standard is effective for annual reporting periods beginning after December 15, 2021, for public companies, including interim periods within that reporting period. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company early adopted this statement effective January 1, 2021. The impact of the adoption of the statement is to increase debt and decrease equity by the amount of the equity component of convertible notes recognized in equity. Additionally, interest expense is expected to decrease by the non-cash portion of the discount amortization. Weighted average basic earnings per share amounts are not expected to be materially affected.

Common Stock (Tables)

12 Months Ended

Dec. 31, 2021

Summary of Shares of Common Stock Reserved for Future Issuance

The Company has reserved the following shares of common stock for future issuance (in thousands):

	December 31,
	2021		2020		2019
Shares reserved under 2017 Equity Incentive Plan		11,014		8,613		6,319
Shares reserved under 2017 Employee Stock Purchase Plan		801		913		972
Total		11,815		9,526		7,291

Development Derivative Liability and Development Liability (Tables)

12 Months Ended

Dec. 31, 2021

Research And Development [Abstract]

Schedule of Development Derivative Liability

The following table presents a rollforward of the liability (in thousands):

	For the Year Ended December 31,
	2021			2020
Balance at fair market value, January 1,	$	257,868		$	134,839
Amounts received under the SFJ agreement and SFJ amendment		—			20,000
Amounts repaid under the SFJ Agreement and SFJ Amendment		(4,000	)		—
Loss recorded in loss from remeasurement of development derivative liability		97,675			103,029
Reclassification to development liability on December 15		(351,543	)		—
Balance at fair market value, December 31	$	—		$	257,868

Summary of Development Liability

The following table summarizes the development liability (in thousands):

	As of December 31,2021			Effective Interest Rate
Development liability	$	456,000			7.91	%
Less: Unamortized discount to development liability		(103,265	)
Less: Current portion of development liability, net of discount		(7,584	)
Total long term development liability		345,151

Accrued Expenses and Prepaid Assets (Tables)

12 Months Ended

Dec. 31, 2021

Accrued Expenses And Prepaid Assets [Abstract]

Schedule of Accrued Expenses

Accrued expenses are as follow (in thousands):

	December 31,
	2021		2020
Accrued research and development	$	35,217	$	47,879
Accrued cost of research collaboration		25,000		—
Accrued license fee		5,000		25,050
Accrued payroll liabilities		25,212		22,896
Other		12,810		16,110
Total	$	103,239	$	111,935

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Additional Information Related to Operating Lease Assets and Liabilities

Additional information related to the operating lease assets and liabilities is as follows (in thousands):

	December 31,			December 31,
	2021			2020
Operating lease assets	$	19,901		$	17,719
Operating lease liabilities	$	21,196		$	18,902
Weighted average remaining term in years		4.66			4.66
Weighted average discount rate used to measure outstanding lease liabilities		7.71	%		7.74	%

Supplemental Cash Flow Information Related to Operating Leases

Supplemental cash flow information related to operating leases for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands):

	2021		2020		2019
Operating cash flows from operating leases	$	5,989	$	4,732	$	2,013
Operating lease assets obtained in exchange for lease obligations	$	5,675	$	7,237	$	10,201

Maturity of Operating Lease Liabilities

The maturity of the Company’s operating lease liabilities as of December 31, 2021 are as follows (in thousands):

2022	$	5,560
2023		5,625
2024		4,862
2025		4,423
2026 and thereafter		4,839
Total future minimum lease payments		25,309
Less imputed interest		(4,113	)
Total operating lease liabilities	$	21,196

Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2021

Investments Debt And Equity Securities [Abstract]

Schedule of Amortized Cost, Gross Unrealized Holding Losses and Fair Value of Available-for-Sale Debt Securities by Type of Security

The amortized cost, gross unrealized holding losses and fair value of available-for-sale debt securities by type of security as of December 31, 2021 were as follows (in thousands):

	As of December 31, 2021
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
U.S. Government-related obligations	$	60,357	$	3	$	(2	)	$	60,358

	As of December 31, 2020
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
U.S. Government-related obligations	$	311,877	$	11	$	(19	)	$	311,869

Other Comprehensive Income and Accumulated Other Comprehensive Income (Tables)

12 Months Ended

Dec. 31, 2021

Summary of Changes in Accumulated Other Comprehensive Income/(Loss), by Component

The following tables summarize the changes in accumulated other comprehensive income/(loss), by component for the years ended December 31, 2021 and 2020 (in thousands):

	Unrealized Gains (Losses) from Marketable Securities			Foreign Currency Translation Adjustment			Total Accumulated Other Comprehensive Income (Loss)
Balances, December 31, 2020	$	(8	)	$	(109	)	$	(117	)
Net other comprehensive income (loss)		9			(1,982	)		(1,973	)
Balances, December 31, 2021	$	1		$	(2,091	)	$	(2,090	)


	Unrealized Gains (Losses) from Marketable Securities			Foreign Currency Translation Adjustment			Total Accumulated Other Comprehensive Income (Loss)
Balances, December 31, 2019	$	—		$	(154	)	$	(154	)
Net other comprehensive income (loss)		(8	)		45			37
Balances, December 31, 2020	$	(8	)	$	(109	)	$	(117	)

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value, Nonrecurring [Member]

Schedule of Financial Instruments and the Related Fair Value Hierarchy of the Valuation Techniques Utilized

The following table presents the fair value of financial instruments recorded originally at amortized cost or fair value and not re-measured on a recurring basis (in thousands):

		December 31, 2021
Balance Sheet Classification:	Type of Instrument	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents:	Money market funds	$	598,833	$	—	$	—	$	598,833
Total Financial Assets		$	598,833	$	—	$	—	$	598,833

		December 31, 2020
Balance Sheet Classification:	Type of Instrument	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents:	Money market funds	$	427,515	$	—	$	—	$	427,515
	Bank certificates of deposit		43,577		—		—		43,577
Total Financial Assets		$	471,092	$	—	$	—	$	471,092

Fair Value, Recurring [Member]

Schedule of Financial Instruments and the Related Fair Value Hierarchy of the Valuation Techniques Utilized

The following table presents the fair value of financial instruments recorded at fair value at inception and remeasured on a recurring basis (in thousands):

		December 31, 2021
Balance Sheet Classification:	Type of Instrument	Level 1		Level 2		Level 3		Total
Financial Assets:
Marketable securities:	US government obligations		60,358		—		—		60,358
Total Financial Assets		$	60,358	$	—	$	—	$	60,358

		December 31, 2020
Balance Sheet Classification:	Type of Instrument	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents:	US government obligations	$	89,990	$	—	$	—	$	89,990
Marketable securities:	US government obligations		311,869		—		—		311,869
Total Financial Assets		$	401,859	$	—	$	—	$	401,859

Financial Liabilities:
Development derivative liability	Development derivative liability	$	—	$	—	$	257,868	$	257,868
Total Financial Liabilities		$	—	$	—	$	257,868	$	257,868

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Components of Loss From Continuing Operation Before Provision for Income Taxes

The components of loss from continuing operations before provision for income taxes are as follows (in thousands):

	Year Ended December 31,
	2021			2020			2019
United States	$	(314,673	)	$	(118,839	)	$	(297,127	)
Foreign		(431,329	)		(224,190	)		(7,580	)
Total	$	(746,002	)	$	(343,029	)	$	(304,707	)

Schedule of Provision for Income Tax Expense

Provision for income taxes for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands):

	Year Ended December 31, 2021		Year Ended December 31, 2020		Year Ended December 31, 2019
Current income tax expense:
U.S. Federal	$	—	$	—	$	—
U.S. State and Local		205		57		—
Foreign		147		1,788		—
Total current income tax expense		352		1,845		—
Deferred income tax expense:
U.S. Federal		—		—		—
U.S. State and Local		—		—		—
Foreign		—		—		—
Total deferred income tax expense		—		—		—
Total tax expense	$	352	$	1,845	$	—

Schedule of Reconciliation Between U.S. Federal Statutory Rate and Effective Tax rate

A reconciliation between the U.S. federal statutory tax rate and our effective tax rate is summarized as follows (in thousands):

	Year Ended December
	2021						2020						2019
	Amount			Percentage of income before income taxes			Amount			Percentage of income before income taxes			Amount			Percentage of income before income taxes
Statutory U.S. federal income tax	$	(156,660	)		21.0	%	$	(72,036	)		21.0	%	$	(63,988	)		21.0	%
Foreign tax rate differential		38,677			(5.2	)		22,760			(6.6	)		—			—
State income taxes, net of federal benefit		(14,145	)		1.9			(14,107	)		4.1			(16,424	)		5.4
Change in valuation allowances		133,668			(17.9	)		240,065			(69.9	)		90,300			(29.6	)
Intellectual property transfer		—			—			(162,000	)		47.2			—			—
Tax credits		(20,005	)		2.6			(11,696	)		3.4			(6,113	)		2.0
Change in state apportionment		—			—			93			—			(17	)		—
Loss on debt conversion		19,548			(2.6	)		—			—			—			—
Permanent and other		(731	)		0.1			(1,234	)		0.3			(3,758	)		1.2
Effective income tax provision	$	352			(0.1	)	$	1,845			(0.5	)	$	—			—

Schedule of Deferred Tax Assets and Liabilities

The following table presents the principal components of the Company’s deferred tax assets and liabilities (in thousands):

	December 31,
	2021			2020
Deferred tax assets:
Intangible assets	$	180,963		$	162,011
Share-based compensation		22,404			11,827
Deferred interest expense		3,925			—
Net operating loss carryforwards		167,160			122,731
Research and development credits		39,672			24,992
Orphan drug credits		23,678			14,372
Development derivative liability		91,183			68,883
Convertible debt		5,551			—
Lease liability		5,029			—
Accruals		5,100			4,520
Other		—			207
Total deferred tax assets		544,665			409,543
Deferred tax liabilities:
Fixed assets		(69	)		(23	)
Convertible debt		—			(10,473	)
Right-of-use asset		(4,874	)		—
481(a) adjustment		(937	)		(1,935	)
Total deferred tax liabilities		(5,880	)		(12,431	)
Net deferred tax assets before allowance:		538,785			397,112
Less valuation allowance		(538,785	)		(397,112	)
Net deferred tax assets	$	—		$	—

Equity Incentive Plans (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Share-based Compensation Expense

Total share-based compensation expense related to the various plans during the years ended was as follows (in thousands):

	Year Ended December 31,
	2021		2020		2019
Research and development	$	30,586	$	21,381	$	10,683
General and administrative		40,081		23,995		10,461
Total share-based compensation expense	$	70,667	$	45,376	$	21,144

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity:

				Weighted -		Weighted -
				Average		Average		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Life		Value
	(in thousands)			Per Share		(in years)		(in thousands)
Outstanding, December 31, 2020		11,736		$	19.13
Granted		2,663			48.10
Exercised		(1,064	)		13.82
Forfeited		(773	)		36.53
Outstanding, December 31, 2021		12,562		$	24.65
Options exercisable, December 31, 2021		7,699		$	16.24		5.84	$	240,004
Expected to vest, December 31, 2021		4,863		$	37.95		8.43	$	51,821

Summary of Assumption Used to Estimate the Grant Date Fair Value

The assumptions used in the Black-Scholes model to estimate the grant date fair value are as follows:

	Year Ended December 31,
	2021	2020	2019
Risk-free interest rate	0.41 - 1.34%	0.32 - 1.76%	1.42 - 2.56%
Dividend yield	0%	0%	0%
Volatility	71.7 - 74.4%	84.4 - 87.8%	102.6 - 111.2%
Expected terms (years)	5.31 - 6.08	5.31 - 6.08	5.31 - 6.08

Schedule of Unvested Restricted Stock Units Activity

	Number of Stock Units (in thousands)			Weighted Average Grant Date Fair Value Per Share
Unvested Balance at December 31, 2020		502		$	38.84
Granted		996			45.01
Vested		(129	)		39.11
Forfeited		(145	)		43.76
Unvested Balance at December 31, 2021		1,224			43.25

Net Loss per Common Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Summary of Basic and Diluted Net Loss per Common Share

The following table presents the calculation of basic and diluted net loss per common share (amounts in thousands except per share amounts):

	Year Ended December 31,
	2021			2020			2019
Numerator:
Net loss	$	(746,354	)	$	(344,874	)	$	(304,707	)
Denominator:
Weighted-average number of common shares used in net loss per common share -- basic and diluted		84,421			75,163			62,229
Net loss per common share -- basic and diluted	$	(8.84	)	$	(4.59	)	$	(4.90	)

Summary of Shares Outstanding that were Excluded from Calculation of Diluted Net Loss Per Share

Shares outstanding presented below were excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method, as their effect is anti-dilutive (in thousands):

	Year Ended December 31,
	2021		2020		2019
Convertible notes		4,865		13,177		—
Common stock under option		12,562		11,736		10,854
Restricted stock units		1,224		502		—
Total		18,651		25,415		10,854

Nature of Organization and Operations - Additional Information (Detail) $ / shares in Units, $ in Thousands							1 Months Ended		12 Months Ended
	Nov. 18, 2021 USD ($) $ / shares shares	Jan. 06, 2021 USD ($) shares	Jan. 01, 2021 USD ($)	Nov. 30, 2020 USD ($)	Oct. 27, 2020 USD ($)	Jan. 13, 2020 USD ($) $ / shares shares	Oct. 31, 2021 USD ($) shares	Jul. 31, 2021 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares	May 06, 2020 CounterParty $ / shares	Sep. 11, 2019 CounterParty $ / shares
Nature Of Organization And Operations [Line Items]
Aggregate principal amount converted									$ 328,017
Total loss on conversion of debt									100,589
Proceeds from follow-on public offering after deducting underwriting discounts and commissions									380,363	$ 381,423	$ 109,581
Cash and cash equivalents and marketable securities									700,600
Follow-on Public Offerings [Member]
Nature Of Organization And Operations [Line Items]
Issuance of common stock in follow-on offering, shares \| shares	10,062,500					10,925,000
Price of common stock \| $ / shares	$ 40.00					$ 37.00
Proceeds from follow-on public offering after deducting underwriting discounts and commissions	$ 380,400					$ 381,400
Underwriting discounts and commissions	$ 22,100					22,200
Offering Cost						$ 500			600
Over Allotment Option [Member]
Nature Of Organization And Operations [Line Items]
Issuance of common stock in follow-on offering, shares \| shares	1,312,500					1,425,000
Price of common stock \| $ / shares	$ 40.00					$ 37.00
Convertible Senior Notes Due 2026 [Member]
Nature Of Organization And Operations [Line Items]
Aggregate principal amount converted							$ 700
Capped Call Transactions [Member]
Nature Of Organization And Operations [Line Items]
Number of counterparties \| CounterParty												2	2
Initial conversion price \| $ / shares												$ 39.4625	$ 39.4625
Swedish Orphan Biovitrum AB (Publ) [Member]
Nature Of Organization And Operations [Line Items]
Development cost reimbursement					$ 80,000
Collaboration and License Agreement [Member]
Nature Of Organization And Operations [Line Items]
Development cost reimbursement									80,000
Collaboration and License Agreement [Member] \| Swedish Orphan Biovitrum AB (Publ) [Member]
Nature Of Organization And Operations [Line Items]
Upfront payment				$ 250,000	250,000
Development cost reimbursement					$ 80,000
Royalties entitled to receive after first commercial sale of applicable licensed product period					10 years
Collaboration and License Agreement [Member] \| Swedish Orphan Biovitrum AB (Publ) [Member] \| Maximum [Member]
Nature Of Organization And Operations [Line Items]
Aggregate milestone payments upon achievement of specified one-time regulatory and commercial milestone events					$ 915,000
Exchange Agreements [Member] \| 2019 and 2020 Convertible Notes [Member] \| Convertible Senior Notes Due 2026 [Member]
Nature Of Organization And Operations [Line Items]
Aggregate principal amount converted		$ 126,100						$ 201,100	327,200
Additional shares issued for settlement of debt issuance cost paid \| shares		69,491
Total loss on conversion of debt		$ 39,500							$ 61,100
Additional shares agreed to issue for settlement of debt issuance cost paid \| shares								78,419
Common Stock [Member]
Nature Of Organization And Operations [Line Items]
Issuance of common stock in follow-on offering, shares \| shares									10,063	10,925	6,900
Common Stock [Member] \| Convertible Senior Notes Due 2026 [Member]
Nature Of Organization And Operations [Line Items]
Aggregate principal amount converted into shares \| shares							18,775
Common Stock [Member] \| Exchange Agreements [Member] \| 2019 and 2020 Convertible Notes [Member] \| Convertible Senior Notes Due 2026 [Member]
Nature Of Organization And Operations [Line Items]
Aggregate principal amount converted into shares \| shares		3,906,869						5,992,217
ASU 2020-06 [Member]
Nature Of Organization And Operations [Line Items]
Change in accounting principle accounting standards update adopted									true
Change in accounting principle accounting standards update adoption date									Jan. 01, 2021
Increase (decrease) in net debt			$ 149,700						$ 149,700
Decrease in net equity			$ (149,700)						(149,700)
ASU 2020-06 [Member] \| Accumulated Deficit [Member]
Nature Of Organization And Operations [Line Items]
Decrease in net equity									$ (16,000)

Summary of Significant Accounting Policies - Additional Information (Detail)		1 Months Ended		12 Months Ended
	Jun. 17, 2021 USD ($)	Jan. 31, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) Segment
Schedule Of Summary Of Significant Accounting Policies [Line Items]
Number of operating segment \| Segment				1
Obsolete inventory				$ 0
ASU 2020-06 [Member]
Schedule Of Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle accounting standards update adopted				true
Change in accounting principle accounting standards update adoption date				Jan. 01, 2021
SFJ Agreement [Member]
Schedule Of Summary Of Significant Accounting Policies [Line Items]
Remaining annual payments due				$ 456,000,000.0
Payment made under agreement	$ 4,000,000.0		$ 4,000,000.0
SFJ Agreement [Member] \| Subsequent Event [Member]
Schedule Of Summary Of Significant Accounting Policies [Line Items]
Payment made under agreement		$ 5,000,000.0
Regulatory Approval Granted US Food and Drug Administration [Member]
Schedule Of Summary Of Significant Accounting Policies [Line Items]
Manufacturing costs				$ 60,400,000

Product Revenues, Accounts Receivable, and Reserves for Product Sales - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Product Revenues Accounts Receivable And Reserves For Product Sales [Line Items]
Revenue	$ 66,563	$ 250,646
Accounts receivable	10,103
Accounts receivable, net of discount and allowance	200
Accrued Expenses [Member]
Product Revenues Accounts Receivable And Reserves For Product Sales [Line Items]
Product sales reserves	1,000
Product [Member]
Product Revenues Accounts Receivable And Reserves For Product Sales [Line Items]
Revenue	$ 15,147	$ 0

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Inventory - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Inventory, Finished goods	$ 500
Inventory, Semi-finished goods	10,100
Inventory, Raw material	5,700
Inventory	$ 16,286	$ 0

Common Stock - Summary of Shares of Common Stock Reserved for Future Issuance (Detail) - shares	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class Of Stock [Line Items]
Common stock reserved for future issuance	11,815,000	9,526,000	7,291,000
2017 Stock Incentive Plan [Member]
Class Of Stock [Line Items]
Common stock reserved for future issuance	11,013,982	8,613,000	6,319,000
2017 Employee Stock Purchase Plan [Member]
Class Of Stock [Line Items]
Common stock reserved for future issuance	801,000	913,000	972,000

Development Derivative Liability and Development Liability - Additional Information (Detail) $ in Thousands					1 Months Ended		12 Months Ended
	Dec. 15, 2021	Jun. 17, 2021 USD ($)	Jan. 29, 2020 USD ($)	Feb. 28, 2019 USD ($) Installment	Jan. 31, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jun. 07, 2019 USD ($)
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Loss from remeasurement of development derivative liability							$ 97,675	$ 103,029	$ 14,839
Development derivative liability								253,638
Current portion of development derivative liability								$ 4,230
Implied cost of borrowing discount rates								7.91%
Interest expense							13,241	$ 29,937	$ 5,285
Level 3 [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Implied cost of borrowing discount rates	7.91%							12.65%
SFJ Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Proceeds from SFJ agreement			$ 140,000	$ 60,000
Additional funding amount upon achievement of development milestones				$ 60,000
Number of milestone payments \| Installment				3
Development funding for minimum period of operating expense				10 months
Increase in additional funding for development costs										$ 20,000
Payment made under agreement		$ 4,000				$ 4,000
Loss from remeasurement of development derivative liability							97,700	$ 103,000
Development derivative liability							345,151	257,900
Current portion of development derivative liability							7,584	$ 4,200
Implied cost of borrowing discount rates								8.00%
Remaining annual payments due							$ 456,000
Interest expense		$ 1,200
SFJ Agreement [Member] \| Level 3 [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Implied cost of borrowing discount rates	8.00%							8.00%
SFJ Agreement [Member] \| Subsequent Event [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Payment made under agreement					$ 5,000
First payment due under agreement					$ 5,000
SFJ Agreement [Member] \| Regulatory Approval Granted US Food and Drug Administration [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Obligated to pay initial payment				$ 4,000
Aggregate amount of additional annual payments				$ 226,000
Number of additional annual payments \| Installment				6
SFJ Agreement [Member] \| Regulatory Approval Granted by EMA [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Obligated to pay initial payment				$ 5,000
Aggregate amount of additional annual payments				$ 225,000
Number of additional annual payments \| Installment				6

Development Derivative Liability and Development Liability - Schedule of Development Derivative Liability (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Balance at fair market value	$ 257,868	$ 134,839
Amounts received under the SFJ agreement and SFJ amendment	(4,000)	20,000
Loss recorded in loss from remeasurement of development derivative liability	97,675	103,029	$ 14,839
Reclassification to development liability on December 15	$ (351,543)
Balance at fair market value		$ 257,868	$ 134,839

Development Derivative Liability and Development Liability - Summary of Development Liability (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Less: Current portion of development liability, net of discount		$ (4,230)
Total long term development liability		253,638
SFJ Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Development liability	$ 456,000
Less: Unamortized discount to development liability	(103,265)
Less: Current portion of development liability, net of discount	(7,584)	(4,200)
Total long term development liability	$ 345,151	$ 257,900
Effective Interest Rate	7.91%

Accrued Expenses and Prepaid Assets - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Expenses And Prepaid Assets [Abstract]
Accrued research and development	$ 35,217	$ 47,879
Accrued cost of research collaboration	25,000
Accrued license fee	5,000	25,050
Accrued payroll liabilities	25,212	22,896
Other	12,810	16,110
Total	$ 103,239	$ 111,935

Accrued Expenses and Prepaid Assets - Additional Information (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Accrued Expenses And Prepaid Assets [Abstract]
Prepaid research and development	$ 12.0	$ 8.0

Long-term Debt - Additional Information (Detail)					1 Months Ended			3 Months Ended	12 Months Ended
Long-term Debt - Additional Information (Detail)	Jan. 06, 2021 USD ($) shares	Jan. 01, 2021 USD ($)	May 12, 2020 USD ($)	Sep. 16, 2019 USD ($)	Oct. 31, 2021 USD ($) shares	Jul. 31, 2021 USD ($) shares	Jan. 31, 2021 USD ($) shares	Sep. 30, 2021 USD ($) shares	Dec. 31, 2021 USD ($) d $ / shares shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	May 06, 2020 CounterParty $ / shares	Sep. 11, 2019 USD ($) CounterParty $ / shares
Debt Instrument [Line Items]
Aggregate principal amount converted									$ 328,017,000
Loss on conversion of debt									100,589,000
Forfeiture of accrued interest in exchange of convertible notes									$ 4,171,000
Amortization of debt discounts											$ 52,000
ASU 2020-06 [Member]
Debt Instrument [Line Items]
Change in accounting principle accounting standards update adopted									true
Change in accounting principle accounting standards update adoption date									Jan. 01, 2021
Increase (decrease) in net debt		$ 149,700,000							$ 149,700,000
Decrease in net equity		149,700,000							$ 149,700,000
Convertible notes		149,700,000
Non-cash interest expense		17,100,000
Amortization of debt issuance costs		1,100,000
Common Stock [Member]
Debt Instrument [Line Items]
Shares issued \| shares									10,065
2019 Convertible Notes [Member]
Debt Instrument [Line Items]
Premium paid for capped call transactions									$ 28,400,000
2019 Convertible Notes [Member] \| ASU 2020-06 [Member]
Debt Instrument [Line Items]
Debt issuance costs		2,400,000
Convertible notes		74,900,000
2020 Convertible Notes [Member]
Debt Instrument [Line Items]
Premium paid for capped call transactions									43,100,000
2020 Convertible Notes [Member] \| ASU 2020-06 [Member]
Debt Instrument [Line Items]
Debt issuance costs		2,300,000
Convertible notes		$ 95,500,000
Convertible Senior Notes Due 2026 [Member]
Debt Instrument [Line Items]
Aggregate principal amount converted									$ 700,000
Aggregate principal amount converted into shares \| shares									18,775
Capped Call Transactions [Member]
Debt Instrument [Line Items]
Number of counterparties \| CounterParty												2	2
Initial conversion price \| $ / shares												$ 39.4625	$ 39.4625
Initial cap price \| $ / shares													63.14
Sale price \| $ / shares													$ 31.57
Convertible Senior Notes Due 2026 [Member]
Debt Instrument [Line Items]
Debt instrument, stated percentage				3.50%
Debt instrument, due and payment description									The Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 3.5% per year payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2020.
Debt instrument, frequency of periodic payment									semiannually
Maturity date				Sep. 15, 2026
Threshold trading days \| d									20
Threshold consecutive trading days \| d									30
Threshold percentage of stock price trigger									130.00%
Redemption period, start date									Sep. 20, 2023
Redemption price, percentage									100.00%
Amortization of debt issuance costs									$ 900,000	$ 500,000
Aggregate principal amount converted					$ 700,000
Debt interest expense									12,000,000.0	29,900,000
Amortization of debt discounts										15,000,000.0
Accrued semi annual coupon payable									11,100,000	14,400,000
Debt issuance costs gross									3,000,000.0	7,800,000
Long-term debt									189,000,000.0	$ 358,800,000
Convertible Senior Notes Due 2026 [Member] \| Exchange Agreements [Member]
Debt Instrument [Line Items]
Loss on conversion of debt									$ 100,600,000
Convertible Senior Notes Due 2026 [Member] \| Prior to March 15, 2026 Convertible [Member]
Debt Instrument [Line Items]
Threshold trading days \| d									20
Threshold consecutive trading days \| d									30
Threshold percentage of stock price trigger									130.00%
Trading price per principal amount									$ 1,000
Convertible Senior Notes Due 2026 [Member] \| Prior to March 15, 2026 Convertible [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Threshold percentage of stock price trigger									98.00%
Convertible Senior Notes Due 2026 [Member] \| Common Stock [Member]
Debt Instrument [Line Items]
Terms of conversion									The Convertible Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 25.3405 shares per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $39.4625 per share of common stock).
Conversion ratio									0.0253405
Conversion price \| $ / shares									$ 39.4625
Aggregate principal amount converted into shares \| shares					18,775
Convertible Senior Notes Due 2026 [Member] \| 2019 Convertible Notes [Member]
Debt Instrument [Line Items]
Net proceeds from the sale of the notes				$ 212,900,000
Payment of convertible debt discounts and commissions				6,600,000
Payment of convertible debt offering expenses				500,000
Payments of transactions cost				28,400,000
Debt instrument effective interest rate													10.50%
Debt instrument convertible carrying amount of liability component													$ 145,100,000
Debt discount													74,900,000
Debt issuance costs													7,100,000
Convertible Senior Notes Due 2026 [Member] \| 2019 Convertible Notes [Member] \| Exchange Agreements [Member]
Debt Instrument [Line Items]
Conversion ratio						0.253405	0.253405
Debt issuance costs						$ 4,100,000	$ 3,300,000
Increase (decrease) in net debt						(197,000,000.0)	(122,800,000)
Aggregate principal amount converted						$ 201,100,000	$ 126,100,000
Increase in shares outstanding \| shares						5,992,217	3,906,869
Shares issued \| shares						5,097,166	3,196,172
Additional shares issued \| shares						895,051	710,697
Additional shares issued for settlement of debt issuance cost paid \| shares						78,419	69,491	78,419
Loss on conversion of debt							$ 39,500,000	$ 61,100,000
Loss on conversion of debt related to additional shares issued							36,400,000	55,900,000
Additional amount issued in payment of issuance costs							3,100,000	5,200,000
Forfeiture of accrued interest in exchange of convertible notes							$ 1,700,000
Convertible Senior Notes Due 2026 [Member] \| 2019 Convertible Notes [Member] \| Common Stock [Member] \| Exchange Agreements [Member]
Debt Instrument [Line Items]
Aggregate principal amount converted into shares \| shares						5,992,217	3,906,869
Convertible Senior Notes Due 2026 [Member] \| 2019 Convertible Notes [Member] \| Liability Component [Member]
Debt Instrument [Line Items]
Debt issuance costs													4,700,000
Convertible Senior Notes Due 2026 [Member] \| 2019 Convertible Notes [Member] \| Equity Component [Member]
Debt Instrument [Line Items]
Debt issuance costs													$ 2,400,000
Convertible Senior Notes Due 2026 [Member] \| 2020 Convertible Notes [Member]
Debt Instrument [Line Items]
Net proceeds from the sale of the notes			$ 322,900,000
Payment of convertible debt discounts and commissions			5,700,000
Payment of convertible debt offering expenses			300,000
Payments of transactions cost			$ 43,100,000
Debt instrument effective interest rate			10.50%
Debt instrument convertible carrying amount of liability component			$ 204,500,000
Debt discount			95,500,000
Debt issuance costs			6,000,000.0
Convertible Senior Notes Due 2026 [Member] \| 2020 Convertible Notes [Member] \| Exchange Agreements [Member]
Debt Instrument [Line Items]
Aggregate principal amount converted									$ 327,200,000
Convertible Senior Notes Due 2026 [Member] \| 2020 Convertible Notes [Member] \| Liability Component [Member]
Debt Instrument [Line Items]
Debt issuance costs			3,700,000
Convertible Senior Notes Due 2026 [Member] \| 2020 Convertible Notes [Member] \| Equity Component [Member]
Debt Instrument [Line Items]
Debt issuance costs			2,300,000
Convertible Senior Notes Due 2026 [Member] \| 2019 and 2020 Convertible Notes [Member] \| Exchange Agreements [Member]
Debt Instrument [Line Items]
Aggregate principal amount converted	$ 126,100,000					$ 201,100,000			327,200,000
Additional shares issued for settlement of debt issuance cost paid \| shares	69,491
Loss on conversion of debt	$ 39,500,000								$ 61,100,000
Forfeiture of accrued interest in exchange of convertible notes								$ 2,500,000
Convertible Senior Notes Due 2026 [Member] \| 2019 and 2020 Convertible Notes [Member] \| Common Stock [Member] \| Exchange Agreements [Member]
Debt Instrument [Line Items]
Aggregate principal amount converted into shares \| shares	3,906,869					5,992,217
Convertible Senior Notes Due 2026 [Member] \| Private Offering [Member] \| 2019 Convertible Notes [Member]
Debt Instrument [Line Items]
Principal amount				$ 220,000,000.0
Convertible Senior Notes Due 2026 [Member] \| Private Offering [Member] \| 2020 Convertible Notes [Member]
Debt Instrument [Line Items]
Principal amount			$ 300,000,000.0

Leases - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lessee Lease Description [Line Items]
Operating lease description	The Company enters into lease agreements with terms generally ranging from 2-7 years. Some of the Company’s lease agreements include Company options to extend the lease on a month-to-month basis or for set periods for up to five years. Many leases also include options to terminate the leases within one year or per other contractual terms. Renewal and termination options were generally not included in the lease term for the Company’s existing operating leases.
Operating lease, existence of option to extend	true
Operating lease maximum term of options to terminate lease	1 year
Operating lease expense	$ 5.6	$ 4.4	$ 2.4
Minimum [Member]
Lessee Lease Description [Line Items]
Operating lease, term of contract	2 years
Maximum [Member]
Lessee Lease Description [Line Items]
Operating lease, term of contract	7 years
Operating lease options to extend lease	5 years

Leases - Schedule of Additional Information Related to Operating Lease Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease assets	$ 19,901	$ 17,719
Operating lease liabilities	$ 21,196	$ 18,902
Weighted average remaining term in years	4 years 7 months 28 days	4 years 7 months 28 days
Weighted average discount rate used to measure outstanding lease liabilities	7.71%	7.74%

Leases - Supplemental Cash Flow Information Related to Operating Leases (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating cash flows from operating leases	$ 5,989	$ 4,732	$ 2,013
Operating lease assets obtained in exchange for lease obligations	$ 5,675	$ 7,237	$ 10,201

Leases - Maturity of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
2022	$ 5,560
2023	5,625
2024	4,862
2025	4,423
2026 and thereafter	4,839
Total future minimum lease payments	25,309
Less imputed interest	(4,113)
Operating lease liabilities	$ 21,196	$ 18,902

Marketable Securities - Schedule of Amortized Cost, Gross Unrealized Holding Losses and Fair Value of Available-for-Sale Debt Securities by Type of Security (Detail) - U.S. Government-Related Obligations [Member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Available for sale securities:
Amortized Cost	$ 60,357	$ 311,877
Gross Unrealized Holding Gains	3	11
Gross Unrealized Holding Losses	(2)	(19)
Fair Value	$ 60,358	$ 311,869

Other Comprehensive Income and Accumulated Other Comprehensive Income - Summary of Changes in Accumulated Other Comprehensive Income/(Loss), by Component (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance	$ 204,557	$ 34,229
Ending balance	198,662	204,557
Unrealized Gains (Losses) from Marketable Securities [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance	(8)
Net other comprehensive income (loss)	9	(8)
Ending balance	1	(8)
Foreign Currency Translation Adjustment [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance	(109)	(154)
Net other comprehensive income (loss)	(1,982)	45
Ending balance	(2,091)	(109)
Total Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance	(117)	(154)
Net other comprehensive income (loss)	(1,973)	37
Ending balance	$ (2,090)	$ (117)

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
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-Section S99
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-Subparagraph (SX 210.5-02(30))
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Fair Value Measurements - Schedule of Financial Instruments and the Related Fair Value Hierarchy of the Valuation Techniques Utilized (Detail) - Fair Value, Nonrecurring [Member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Assets	$ 598,833	$ 471,092
Money Market Funds [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Assets	598,833	427,515
Bank Certificates of Deposit [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Assets		43,577
Level 1 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Assets	598,833	471,092
Level 1 [Member] \| Money Market Funds [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Assets	$ 598,833	427,515
Level 1 [Member] \| Bank Certificates of Deposit [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Assets		$ 43,577

Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions		12 Months Ended
	Dec. 15, 2021	Dec. 31, 2020	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Implied cost of borrowing discount rates		7.91%
SFJ Agreement [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Implied cost of borrowing discount rates		8.00%
Level 1 [Member] \| Convertible Senior Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Convertible notes			$ 290.7
Convertible notes, interest rate			3.50%
Level 2 [Member] \| Convertible Senior Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Convertible notes		$ 676.2
Convertible notes, interest rate		3.50%
Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Implied cost of borrowing discount rates	7.91%	12.65%
Level 3 [Member] \| SFJ Agreement [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Implied cost of borrowing discount rates	8.00%	8.00%

Fair Value Measurements - Schedule of Financial Instruments and the Related Fair Value Hierarchy of the Valuation Techniques Utilized (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Assets	$ 60,358	$ 401,859
Total Financial Liabilities		257,868
Marketable Securities [Member] \| U.S. Government-Related Obligations [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Assets	60,358	311,869
Cash and Cash Equivalents [Member] \| U.S. Government-Related Obligations [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Assets		89,990
Development Derivative Liability [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Liabilities		257,868
Level 1 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Assets	60,358	401,859
Level 1 [Member] \| Marketable Securities [Member] \| U.S. Government-Related Obligations [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Assets	$ 60,358	311,869
Level 1 [Member] \| Cash and Cash Equivalents [Member] \| U.S. Government-Related Obligations [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Assets		89,990
Level 3 [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Liabilities		257,868
Level 3 [Member] \| Development Derivative Liability [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total Financial Liabilities		$ 257,868

License and Collaboration Agreements - Additional Information (Detail)			1 Months Ended			12 Months Ended
	Nov. 30, 2020 USD ($)	Oct. 27, 2020 USD ($)	Dec. 31, 2021 USD ($) License	Aug. 31, 2021 USD ($)	Jun. 30, 2021 USD ($) Program	Dec. 31, 2021 USD ($) License	Dec. 31, 2020 USD ($)	Jul. 31, 2021 USD ($)	Jan. 31, 2021 USD ($)
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue						$ 66,563,000	$ 250,646,000
Accrued expenses			$ 103,239,000			103,239,000	111,935,000
Cost of research collaboration						75,000,000
Swedish Orphan Biovitrum AB (Publ) [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Development cost reimbursement		$ 80,000,000.0
Non-refundable Upfront Payment		250,000,000.0
Collaboration and License Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Development cost reimbursement						80,000,000.0
Collaboration and License Agreement [Member] \| License [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment						250,000,000.0
Collaboration and License Agreement [Member] \| Swedish Orphan Biovitrum AB (Publ) [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment	$ 250,000,000.0	250,000,000.0
Development cost reimbursement		$ 80,000,000.0
Royalties entitled to receive after first commercial sale of applicable licensed product period		10 years
Contract research and development expense						32,000,000.0	43,000,000.0
Contract research and development reimbursement commitment		$ 80,000,000.0
Contract research and development receivable			100,000,000.0			100,000,000.0	43,000,000.0
Contract research and development receivable current			70,000,000.0			70,000,000.0	25,000,000.0
Contract research and development receivable long-term assets			30,000,000.0			30,000,000.0	18,000,000.0
Collaboration and License Agreement [Member] \| Swedish Orphan Biovitrum AB (Publ) [Member] \| License [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue						50,000,000.0	250,000,000.0
Revenue reversal on basis of milestone achievement						50,000,000.0
Collaboration and License Agreement [Member] \| Swedish Orphan Biovitrum AB (Publ) [Member] \| ASC Topic 808
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment	$ 250,000,000.0
Development cost reimbursement		80,000,000.0
Collaboration and License Agreement [Member] \| Swedish Orphan Biovitrum AB (Publ) [Member] \| Maximum [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Aggregate milestone payments upon achievement of specified one-time regulatory and commercial milestone events		915,000,000.0
Collaboration and License Agreement [Member] \| Swedish Orphan Biovitrum AB (Publ) [Member] \| Maximum [Member] \| ASC Topic 808
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Aggregate milestone payments upon achievement of specified one-time regulatory and commercial milestone events		$ 915,000,000.0
University of Pennsylvania [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Annual maintenance fees						100,000
Milestone payments based on annual sales milestones			5,000,000.0
Development milestone achievement				$ 1,000,000.0
University of Pennsylvania [Member] \| Maximum [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Aggregate milestones payments			$ 3,200,000			3,200,000
Milestone payments based on annual sales milestones						5,000,000.0
2010 License Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Annual maintenance fees						$ 100,000
Number of licensed products \| License			2			2
2010 License Agreement [Member] \| Maximum [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Aggregate milestones payments			$ 1,700,000			$ 1,700,000
Milestone payments based on annual sales milestones						2,500,000
Sobi Agreement and Another Licensing Transaction [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Sublicense fee owed									$ 25,000,000.0
Accrued expenses							25,000,000.0
License fees							$ 25,000,000.0
Research Collaboration Agreement [Member] \| Beam [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Collaboration agreement term					5 years
Number of research programs \| Program					6
Up-front non-refundable payment			$ 50,000,000.0			50,000,000.0		$ 50,000,000.0
Up-front payment on first anniversary of agreement on June 30, 2022					$ 25,000,000.0
Collaboration agreement maximum extendable term					2 years
Research Collaboration Agreement [Member] \| Beam [Member] \| Research and Development Expense [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Cost of research collaboration						$ 25,000,000.0

401(k) Profit Sharing Plan and Trust - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Compensation And Retirement Disclosure [Abstract]
Defined Contribution Plan, Tax Status [Extensible Enumeration]	us-gaap:QualifiedPlanMember	us-gaap:QualifiedPlanMember	us-gaap:QualifiedPlanMember
Minimum age of full-time employees eligible to participate in the plan	21 years
Employer contributions made to the 401(k) Plan	$ 3.1	$ 2.1	$ 0.8

Income Taxes - Components of Loss From Continuing Operation Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Components Of Income Tax Expense Benefit Continuing Operations [Abstract]
United States	$ (314,673)	$ (118,839)	$ (297,127)
Foreign	(431,329)	(224,190)	(7,580)
Net loss before taxes	$ (746,002)	$ (343,029)	$ (304,707)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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-Subparagraph (c)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Section 25
-Paragraph 1
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
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-Subparagraph (SX 210.5-03(10))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 942
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-Section S99
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
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-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Income Taxes - Components of Provision for Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current income tax expense:
U.S. State and Local	$ 205	$ 57
Foreign	147	1,788
Total current income tax expense	352	1,845
Deferred income tax expense:
Total tax expense	$ 352	$ 1,845

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Schedule of Reconciliation Between U.S. Federal Statutory Rate and Effective Tax rate, Amount (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Expense Benefit Continuing Operations [Abstract]
Statutory U.S. federal income tax, Amount	$ (156,660)	$ (72,036)	$ (63,988)
Foreign tax rate differential	38,677	22,760
State income taxes, net of federal benefit, Amount	(14,145)	(14,107)	(16,424)
Change in valuation allowances, Amount	133,668	240,065	90,300
Intellectual property transfer		(162,000)
Tax credits, Amount	(20,005)	(11,696)	(6,113)
Change in state apportionment, Amount		93	(17)
Loss on debt conversion	19,548
Permanent and other	(731)	(1,234)	$ (3,758)
Total tax expense	$ 352	$ 1,845

Income Taxes - Schedule of Reconciliation Between U.S. Federal Statutory Rate and Effective Tax rate (Detail)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Expense Benefit Continuing Operations [Abstract]
Statutory U.S. federal income tax, Percentage of income before income taxes	21.00%	21.00%	21.00%
Foreign tax rate differential	(5.20%)	(6.60%)
State income taxes, net of federal benefit, Percentage of income before income taxes	1.90%	4.10%	5.40%
Change in valuation allowances, Percentage of income before income taxes	(17.90%)	(69.90%)	(29.60%)
Intellectual property transfer		47.20%
Tax credits, Percentage of income before income taxes	2.60%	3.40%	2.00%
Loss on debt conversion	(2.60%)
Permanent and other	0.10%	0.30%	1.20%
Effective income tax provision, Percentage of income before income taxes	(0.10%)	(0.50%)

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Intangible assets	$ 180,963	$ 162,011
Share-based compensation	22,404	11,827
Deferred interest expense	3,925
Net operating loss carryforwards	167,160	122,731
Research and development credits	39,672	24,992
Orphan drug credits	23,678	14,372
Development derivative liability	91,183	68,883
Convertible debt	5,551
Lease liability	5,029
Accruals	5,100	4,520
Other		207
Total deferred tax assets	544,665	409,543
Deferred tax liabilities:
Fixed assets	(69)	(23)
Convertible debt		(10,473)
Right-of-use asset	(4,874)
481(a) adjustment	(937)	(1,935)
Total deferred tax liabilities	(5,880)	(12,431)
Net deferred tax assets before allowance:	538,785	397,112
Less valuation allowance	$ (538,785)	$ (397,112)

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Line Items]
Deferred tax asset, increase in valuation allowance	$ 141,700,000
Net operating loss carryforward period	3 years
Cumulative changes in ownership interest of significant stockholders	50.00%
Interest and penalties	$ 0	$ 0
Accrued for interest and penalties	$ 0	0
Income tax examination description	Generally, the tax years 2018 through 2020 remain open and subject to examination by the major taxing jurisdictions to which the Company is subject.
Federal [Member]
Income Taxes [Line Items]
Net operating loss carryforwards	$ 355,800,000	358,200,000
Research and development tax credit carryforwards	54,200,000
Net operating loss carryforward indefinitely	$ 276,900,000
Net operating loss carryforward expiration year	2033
Research and development tax credit carryforward expiration year	2033
State [Member]
Income Taxes [Line Items]
Net operating loss carryforwards	$ 411,200,000	405,000,000.0
Research and development tax credit carryforwards	$ 11,400,000
Net operating loss carryforward expiration year	2033
Research and development tax credit carryforward expiration year	2033
Foreign [Member]
Income Taxes [Line Items]
Net operating loss carryforwards	$ 623,700	$ 240,900
Net operating loss carryforward expiration year	2026

Commitments and Contingencies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021 USD ($)
Commitments And Contingencies [Line Items]
Estimated termination costs and other fees	$ 2,300,000
Incurred any cost to defend lawsuits or settle claims	$ 0
Vehicles [Member]
Commitments And Contingencies [Line Items]
Operating lease, term of contract	36 months
Bachem [Member]
Commitments And Contingencies [Line Items]
Non-cancellable purchase obligation substance over period	5 years
Non-cancellable purchase commitments	$ 102,500,000
Other non-cancellable purchase commitments	$ 3,000,000.0

Equity Incentive Plans - Additional Information (Detail) - USD ($)	1 Months Ended		12 Months Ended
	Oct. 31, 2017	Aug. 31, 2017	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Feb. 28, 2022	Jan. 31, 2022	Jan. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance			11,815,000	9,526,000	7,291,000
Stock options vesting period			48 months
Stock options vesting description			Options granted to employees on or after December 5, 2013 generally vest in installments of (i) 25% at the one-year anniversary and (ii) in either 36 equal monthly or 12 equal quarterly installments beginning in the thirteenth month after the initial vesting commencement date (as defined) subject to the employee’s continuous service with the Company.
Aggregate number of stock options granted to purchase common stock			2,663,000	2,900,000	4,400,000
Weighted - Average Grant Date Fair Value Per Option, Granted			$ 30.72	$ 27.52	$ 17.31
Aggregate intrinsic value of options exercised in period			$ 39,900,000	$ 38,000,000.0	$ 15,700,000
Fair market value of options vested in period			53,200,000	$ 33,600,000	12,900,000
Unrecognized compensation expense			$ 105,100,000
Estimated weighted-average period to recognize			2 years 6 months 29 days
Common stock, issued			97,524,000	76,130,000
Common stock issued at average per share price			$ 13.82
Share-based compensation expense			$ 70,667	$ 45,376	$ 21,144
Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Estimated weighted-average period to recognize			2 years 10 months 20 days
Aggregate intrinsic value of restricted grants vested			$ 6,300,000
Fair market value of restricted stock units			5,000,000.0
Unrecognized compensation expense			$ 43,100,000
Frist Anniversary [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vesting percentage			25.00%
Second Anniversary [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vesting percentage			25.00%
Third Anniversary [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vesting percentage			25.00%
Fourth Anniversary [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vesting percentage			25.00%
Equity Incentive Plan 2010 [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares reserved for issuance		6,188,466
Percentage of voting shares		10.00%
Options expire from issuance date		10 years
Equity Incentive Plan 2010 [Member] \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of estimated fair value per share of common stock on the date of grant		100.00%
Equity Incentive Plan 2010 [Member] \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage price of each share of the fair value on date of grant		110.00%
2017 Stock Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares reserved for issuance	1,359,587
Percentage of voting shares	4.00%
Number of shares available for future grant	299,568
Shares issuable increased during the period	4,219,409
Common Stock Issuance Description			equal to the lowest of 4,219,409 shares of common stock, 4.0% of the number of shares of common stock outstanding on the first day of the fiscal year and an amount determined by the board of directors.
Common stock reserved for future issuance			11,013,982	8,613,000	6,319,000
2017 Stock Incentive Plan [Member] \| Subsequent Event [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for future grant							3,900,850
2020 Inducement Stock Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance			750,000					1,050,000
2020 Inducement Stock Incentive Plan [Member] \| Subsequent Event [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance						1,350,000
2017 Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares reserved for issuance	468,823
Percentage of voting shares			1.00%
2017 Employee Stock Purchase Plan [Member] \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance			937,646
Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage price of each share of the fair value on date of grant			85.00%
Number of shares available for future grant			801,217
Percentage of earnings withheld to purchase shares of common stock			15.00%
Common stock, issued			112,009
Common stock issued at average per share price			$ 26.52
Cash received from issuance of purchase rights			$ 3,000,000.0
Share-based compensation expense			$ 1,600,000

Equity Incentive Plans - Summary of Share-based Compensation Expense (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	$ 70,667	$ 45,376	$ 21,144
Research and Development Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	30,586	21,381	10,683
General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	$ 40,081	$ 23,995	$ 10,461

Equity Incentive Plans - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Shares Outstanding, Beginning balance	11,736,000
Shares, Granted	2,663,000	2,900,000	4,400,000
Shares, Exercised	(1,064,000)
Shares, Forfeited	(773,000)
Shares Outstanding, Ending balance	12,562,000	11,736,000
Shares, Options exercisable	7,699,000
Shares, Expected to vest	4,863,000
Weighted -Average Exercise Price Per Share Outstanding, Beginning balance	$ 19.13
Weighted -Average Exercise Price Per Share, Granted	48.10
Weighted -Average Exercise Price Per Share, Exercised	13.82
Weighted -Average Exercise Price Per Share, Forfeited	36.53
Weighted -Average Exercise Price Per Share, Outstanding, Ending balance	24.65	$ 19.13
Weighted -Average Exercise Price Per Share, Options exercisable	16.24
Weighted -Average Exercise Price Per Share, Expected to vest	$ 37.95
Weighted - Average Contractual Life, Options exercisable	5 years 10 months 2 days
Weighted - Average Contractual Life, Expected to vest	8 years 5 months 4 days
Aggregate Intrinsic Value, Options exercisable	$ 240,004
Aggregate Intrinsic Value, Expected to vest	$ 51,821

Equity Incentive Plans - Summary of Assumption Used to Estimate the Grant Date Fair Value (Detail)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate, minimum	0.41%	0.32%	1.42%
Risk-free interest rate, maximum	1.34%	1.76%	2.56%
Dividend yield	0.00%	0.00%	0.00%
Volatility, minimum	71.10%	84.40%	102.60%
Volatility, maximum	74.40%	87.80%	111.20%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected terms (years)	5 years 3 months 21 days	5 years 3 months 21 days	5 years 3 months 21 days
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected terms (years)	6 years 29 days	6 years 29 days	6 years 29 days

Equity Incentive Plans - Schedule of Unvested Restricted Stock Units Activity (Detail) - Restricted Stock Units [Member]	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Number of Stock Units
Unvested Beginning Balance \| shares	502,000
Granted \| shares	996,000
Vested \| shares	(129,000)
Forfeited \| shares	(145,000)
Unvested Ending Balance \| shares	1,224,000
Weighted Average Grant Date Fair Value Per Share
Unvested Balance at December 31, 2020 \| $ / shares	$ 38.84
Granted \| $ / shares	45.01
Vested \| $ / shares	39.11
Forfeited \| $ / shares	43.76
Unvested Balance at December 31, 2021 \| $ / shares	$ 43.25

Net Loss per Common Share - Summary of Basic and Diluted Net Loss per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net loss	$ (746,354)	$ (344,874)	$ (304,707)
Denominator:
Weighted-average number of common shares used in net loss per common share -- basic and diluted	84,421	75,163	62,229
Net loss per common share, basic and diluted	$ (8.84)	$ (4.59)	$ (4.90)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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