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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2016	Feb. 28, 2017	Jun. 30, 2016
Document And Entity Information
Entity Registrant Name	Retrophin, Inc.
Entity Central Index Key	0001438533
Trading Symbol	rtrx
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Well-known Seasoned Issuer	Yes
Entity Common Stock, Shares Outstanding		38,093,583
Entity Public Float			$ 576,730,241
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 41,002	$ 37,805
Marketable securities	214,871	191,799
Accounts receivable, net	18,510	12,458
Inventory, net	2,826	2,536
Prepaid expenses and other current assets	4,831	2,378
Prepaid taxes	3,463	8,107
Note receivable, current	46,849	46,849
Total current assets	332,352	301,932
Property and equipment, net	2,587	428
Other assets	7,364	1,859
Intangible assets, net	182,043	161,536
Goodwill	936	936
Note receivable, long-term	0	45,573
Total assets	525,282	512,264
Current liabilities:
Accounts payable	7,522	7,639
Accrued expenses	33,308	23,820
Guaranteed minimum royalty, short term	2,000	2,000
Other current liabilities	1,842	958
Business combination-related contingent consideration	16,150	13,754
Derivative financial instruments, warrants	22,440	38,810
Total current liabilities	83,262	86,981
Convertible debt	44,422	43,766
Other noncurrent liabilities	4,010	3,066
Guaranteed minimum royalty, long term	8,068	8,885
Business combination-related contingent consideration, less current portion	71,328	45,267
Deferred income tax liability, net	6,425	24,328
Total liabilities	217,515	212,293
Stockholders' Equity:
Preferred stock Series A $0.001 par value; 20,000,000 shares authorized; 0 issued and outstanding as of December 31, 2016 and 2015, respectively	0	0
Common stock $0.0001 par value; 100,000,000 shares authorized; 37,906,669 and 36,465,853 issued and outstanding as of December 31, 2016 and 2015, respectively	4	4
Additional paid-in capital	421,309	365,802
Accumulated deficit	(113,056)	(65,153)
Accumulated other comprehensive loss	(490)	(682)
Total stockholders' equity	307,767	299,971
Total liabilities and stockholders' equity	$ 525,282	$ 512,264

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	37,906,669	36,465,853
Common stock, shares outstanding	37,906,669	36,465,853

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Net product sales	$ 133,591	$ 99,892	$ 28,203
Operating expenses:
Cost of goods sold	4,554	2,185	571
Research and development	70,853	50,426	47,795
Selling, general and administrative	92,803	79,541	59,645
Legal fee settlement	5,212	0	0
Change in fair value of contingent consideration	18,383	13,778	0
Impairment of intangible assets	0	4,710	0
Total operating expenses	191,805	150,640	108,011
Operating loss	(58,214)	(50,748)	(79,808)
Other Income (expense), net:
Litigation settlement gain	0	15,500	0
Other income (expense), net	(264)	(296)	2,352
Interest expense, net	(759)	(7,748)	(7,435)
Debt early payment penalty	0	(2,250)	0
Loss on extinguishment of debt	0	(4,151)	0
Finance expense	0	(600)	(4,721)
Change in fair value of derivative instruments	1,655	(33,307)	(23,786)
Gain on sale of assets	0	140,004	0
Bargain purchase gain	0	49,063	0
Total other income (expense), net	632	156,215	(33,590)
Income (loss) before benefit for income taxes	(57,582)	105,467	(113,398)
Income tax benefit	9,679	11,770	2,460
Net income (loss)	$ (47,903)	$ 117,237	$ (110,938)
Net income (loss) per common share, basic (in dollars per shares)	$ (1.29)	$ 3.49	$ (4.43)
Net income (loss) per common share, diluted (in dollars per shares)	$ (1.29)	$ 3.17	$ (4.43)
Weighted average common shares outstanding, basic (in shares)	36,997,865	33,560,249	25,057,509
Weighted average common shares outstanding, diluted (in shares)	38,288,012	37,581,439	25,057,509
Comprehensive income (loss):
Net income (loss)	$ (47,903)	$ 117,237	$ (110,938)
Foreign currency translation gain (loss)	93	(40)	0
Unrealized gain (loss) on sale of marketable securities	99	(4,927)	4,396
Comprehensive income (loss)	$ (47,711)	$ 112,270	$ (106,542)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	Common Stock in Treasury	Additional Paid in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance at Dec. 31, 2013	$ (19,667)	$ 2	$ (957)	$ 49,635	$ (110)	$ (68,237)
Beginning balance (in shares) at Dec. 31, 2013		(18,546,363)	(130,790)
Share based payments (in shares)		730,774
Share based payments	16,639			16,639
Kyalin Payments (in shares)		96,628
Kyalin payments	1,000			1,000
Issuance of common stock, net of fees (in shares)		4,705,882
Issuance of common stock, net of fees	36,836	$ 1		36,835
Exercise of warrants and reclassification of derivative liability (in shares)		1,947,377
Exercise of warrants and reclassification of derivative liability	31,762			31,762
August 2013 private placement settlement	272			272
Treasury stock (in shares)		(248,801)	(248,801)
Treasury stock	(2,258)	$ (2,300)	$ (2,258)
Issuance of common stock to convertible debt holders (in shares)		401,047
Issuance of common stock to convertible debt holders	4,708			4,708
Unrealized gain/(loss) on marketable securities	4,395				4,395
Short swing profit judgment offset with settlement expense accrual	0
Net income (loss)	(110,938)					(110,938)
Ending balance at Dec. 31, 2014	(37,251)	$ 3	$ (3,215)	140,851	4,285	(179,175)
Ending balance (in shares) at Dec. 31, 2014		(26,428,071)	(379,591)
Share based payments	25,900			25,900
Issuance of common stock, net of fees (in shares)		7,866,000
Issuance of common stock, net of fees	139,987	$ 1		139,986
Exercise of warrants and reclassification of derivative liability (in shares)		870,306
Exercise of warrants and reclassification of derivative liability	28,012			28,012
Treasury stock (in shares)		0
Unrealized gain/(loss) on marketable securities	(4,927)				(4,927)
Vesting of stock for accrued severance	2,126			2,126
Retirement of treasury stock (in shares)		379,591	379,591
Retirement of treasury stock	0		$ 3,215			(3,215)
Foreign currency translation adjustments	(40)				(40)
Option inducement liability reversal and adjustments	3,840			3,840
Issuance of common shares under the equity incentive plan (shares)		1,019,788
Issuance of common shares under the equity incentive plan	6,818			6,818
Shares issued in connection with Cholbam acquisition (in shares)		661,279
Shares issued in connection with Cholbam acquisition	15,844			15,844
Excess tax benefits of stock option exercises	2,425			2,425
Short swing profit judgment offset with settlement expense accrual	0
Net income (loss)	117,237					117,237
Ending balance at Dec. 31, 2015	299,971	$ 4	$ 0	365,802	(682)	(65,153)
Ending balance (in shares) at Dec. 31, 2015		(36,465,853)	0
Share based payments	29,102			29,102
Exercise of warrants and reclassification of derivative liability (in shares)		898,633
Exercise of warrants and reclassification of derivative liability	20,720			20,720
Unrealized gain/(loss) on marketable securities	99				99
Foreign currency translation adjustments	96			3	93
Issuance of common shares under the equity incentive plan (shares)		542,183
Issuance of common shares under the equity incentive plan	4,016			4,016
Short swing profit judgment offset with settlement expense accrual	2,025			2,025
Tax shortfall from stock option exercises	(359)			(359)
Net income (loss)	(47,903)					(47,903)
Ending balance at Dec. 31, 2016	$ 307,767	$ 4	$ 0	$ 421,309	$ (490)	$ (113,056)
Ending balance (in shares) at Dec. 31, 2016		(37,906,669)	0

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals) - USD ($)	1 Months Ended
	Mar. 31, 2015	Jan. 31, 2014
Statement of Stockholders' Equity [Abstract]
Issuance of common stock, per share amount (in dollars per share)	$ 19.00	$ 8.50
Underwriting fees and other offering costs	$ 9,181,991	$ 3,164,990

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Cash Flows From Operating Activities:
Net income (loss)	$ (47,903)	$ 117,237	$ (110,938)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	16,135	13,392	5,401
Realized (gain) loss on marketable securities	(8)	293	(2,349)
Gain upon divestiture of Pediatric Priority Review Voucher	0	(140,004)	0
Gain upon divestiture of assets to Turing Pharmaceuticals	0	(914)	0
Deferred income tax	(22,661)	(15,573)	(2,460)
Settlement expense	5,212	0	6,018
Loss on extinguishment of debt	0	4,151	0
Impairment of intangible assets	0	4,710	0
Loss on disposal of fixed assets	62	112	0
Derivative financial instruments, warrants, issued, recorded in interest expense	0	1,050	0
Accretion on notes receivable	(1,927)	(1,267)	0
Accretion on Contingent Consideration	1,976	2,461	0
Amortization of debt discount and deferred financing costs	656	1,340	1,084
Amortization of premiums on investments	1,097	398	0
Non-cash financing cost	0	0	4,708
Loss on impairment of cost method purchase	0	0	400
Share based compensation	29,102	25,900	15,900
Legal accrual reversal	(2,967)	0	0
Bargain purchase gain	0	(49,063)	0
Change in estimated fair value of contingent consideration, net of payments	18,383	13,778	0
Payments from Change in Fair Value of Contingent Consideration	(2,571)	(490)	0
Change in estimated fair value of liability classified warrants	(1,655)	33,307	23,786
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable	(6,090)	(4,504)	(7,959)
Inventory	(306)	(1,174)	(282)
Prepaid expenses and other current assets	(2,447)	(966)	237
Prepaid income taxes	4,644	(8,107)	0
Accounts payable and accrued expenses	9,672	3,379	20,604
Net cash used in operating activities	(1,596)	(554)	(45,850)
Cash Flows From Investing Activities:
Purchase of fixed assets	(1,428)	(22)	(663)
Purchase of intangible assets	(10,496)	(7,008)	(3,301)
Security deposits	(115)	0	(93)
Proceeds from the sale/maturity of marketable securities	159,520	9,977	6,493
Purchase of marketable securities	(184,111)	(198,530)	(10,149)
Proceeds from securities sold, not yet purchased	0	0	7,500
Securities sold, not yet purchased	0	0	(7,500)
Proceeds from the maturity of notes receivable	47,500	0	0
Cash received upon sale of assets, net	0	148,411	0
Cash paid for investment	0	0	(400)
Cash paid upon acquisition, net of cash acquired	(500)	(33,430)	(29,150)
Net cash provided by (used in) investing activities	10,370	(80,602)	(37,263)
Cash Flows From Financing Activities:
Payment of acquisition-related contingent consideration	(12,356)	(3,938)	(1,163)
Payment of other liability	(1,000)	(2,000)	(500)
Payment of guaranteed minimum royalty	(2,000)	(2,000)	0
Proceeds from credit agreement	0	0	42,366
Proceeds from Note Purchase Agreement	0	0	42,924
Proceeds from exercise of warrants	6,005	4,475	8,398
Proceeds from exercise of stock options	4,016	6,818	0
Repayment of Manchester note payable	0	0	(31,283)
Excess tax benefit (shortfall) related to stock compensation	(359)	2,425	0
Proceeds received from issuance of common stock	0	149,487	40,000
Financing costs from issuance of common stock	0	(9,500)	(3,165)
Repayment of credit facility	0	(45,000)	0
Purchase of treasury stock, at cost	0	0	(2,257)
Net cash provided by (used in) financing activities	(5,694)	100,767	95,320
Effect of exchange rate changes on cash	117	(10)	0
Net increase in cash and cash equivalents	3,197	19,601	12,207
Cash and cash equivalents, beginning of year	37,805	18,204	5,997
Cash and cash equivalents, end of year	41,002	37,805	18,204
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	2,070	5,838	4,080
Cash paid for income taxes	7,933	9,610	5
Non-cash Investing and financing activities:
Short swing profit judgment offset with settlement expense accrual	2,025	0	0
Reclassification of derivative liability to equity due to exercise of warrants	14,715	23,537	23,365
Accrued royalty in excess of minimum payable to the sellers of Thiola	11,206	8,219	0
Shares issued in connection with Cholbam acquisition	0	15,844	0
Present value of contingent consideration payable upon acquisition related to Chenodal	0	0	12,800
Present value of guaranteed minimum royalty payable to sellers of Thiola	0	0	11,850
Note payable entered into upon acquisition of Manchester Pharmaceuticals, LLC.	0	0	31,283
Purchase of Kyalin in exchange for future consideration	0	0	1,000
Economic Interest - L-UDCA (acquired IPR&D)
Non-cash Investing and financing activities:
Present value of contingent consideration payable	25,000	0	0
Cholbam
Non-cash Investing and financing activities:
Present value of contingent consideration payable	$ 0	$ 42,010	$ 0

DESCRIPTION OF BUSINESS

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

Organization and Description of Business

Retrophin, Inc. (“we”, “our”, “us”, “Retrophin” and the “Company”) refers to Retrophin, Inc., a Delaware corporation, as well as our direct and indirect subsidiaries. Retrophin is a fully integrated biopharmaceutical company headquartered in San Diego, California focused on the development, acquisition and commercialization of therapies for the treatment of serious or rare diseases. We regularly evaluate and, where appropriate, act on opportunities to expand our product pipeline through licenses and acquisitions of products in areas that will serve patients with serious or rare diseases and that we believe offer attractive growth characteristics.

We are currently developing the following pipeline products:

Sparsentan is an investigational therapeutic agent which acts as both a potent ARB, as well as a selective ERA, with in vitro selectivity toward endothelin receptor type A. The Company has secured a license to sparsentan from Ligand Pharmaceuticals, Inc. and Bristol-Myers Squibb Company (who referred to it as DARA). The Company is developing sparsentan as a treatment for FSGS, which is a leading cause of end-stage renal disease and NS. Sparsentan was granted orphan drug designation in the United States and the European Union in January 2015 and November 2015, respectively. In the third quarter of 2016, the Company announced positive top-line data from the Phase 2 DUET study of sparsentan for the treatment of FSGS. In early 2017, we had an End of Phase 2 meeting with the FDA regarding the regulatory pathway for sparsentan as a treatment for FSGS. Following the meeting and our receipt of confirmatory meeting minutes, we announced our plans to initiate a single Phase 3 clinical trial to serve as the basis of a New Drug Application ("NDA") filing for sparsentan for the treatment of FSGS.

Fosmetpantotenate, also known as RE-024, a novel small molecule, is being developed as a potential treatment for pantothenate kinase-associated neurodegeneration (“PKAN”). PKAN is a genetic neurodegenerative disorder that is typically diagnosed in the first decade of life. Consequences of PKAN include parkinsonism, dystonia, and other severe systemic manifestations. Fosmetpantotenate (RE-024) is a phosphopantothenate replacement therapy that aims to restore levels of this key substrate in PKAN patients. Certain international health regulators have approved the initiation of dosing fosmetpantotenate (RE-024) in PKAN patients under physician-initiated studies in accordance with local regulations in their respective countries. The Company filed a U.S. IND for fosmetpantotenate (RE-024) with the FDA in the first quarter of 2015 to support the commencement of a Company-sponsored Phase 1 study, which was successfully completed during 2015. The FDA granted fosmetpantotenate (RE-024) orphan drug designation in May 2015 and fast track designation in June 2015. In February, 2016, the Company announced fosmetpantotenate (RE-024) was granted orphan drug designation by the European Commission. In November, 2016, the Company announced that it had reached an agreement with the FDA under the Special Protocol Assessment (SPA) process for a Phase 3 clinical trial evaluating fosmetpantotenate (RE-024) for PKAN. The Company expect to begin dosing patients in this Phase 3 clinical trial in the coming months. The Company continues discussions with the EMA regarding the initiation of a potential registration-enabling efficacy trial in PKAN patients.

Tetracosactide zinc (RE-034) is a synthetic hormone analog of the first 24 amino acids of the 39 amino acids contained in adrenocorticotropic hormone ("ACTH") incorporated into a novel formulation developed by us. Tetracosactide zinc (RE-034) exhibits similar physiological actions as endogenous ACTH by binding to all five melanocortin receptors (pan-MCR), resulting in its anti-inflammatory and immunomodulatory effects. The Company successfully manufactured tetracosactide zinc (RE-034) at proof-of-concept scale using a novel formulation process that allows modulation of the release of the active ingredient from the site of administration. The Company decided to focus our further efforts on this program toward an external partnership and out-licensing opportunities.

Liquid ursodeoxycholic acid ("L-UDCA") is a liquid formulation of ursodeoxycholic acid being developed for the treatment of a rare liver disease called primary biliary cholangitis ("PBC"). We obtained L-UDCA during 2016 with the intention of making L-UDCA commercially available to the subset of PBC patients who have difficulty swallowing.

We currently sell the following three products:


•	Chenodal (chenodiol tablets) is approved in the United States for the treatment of patients suffering from gallstones in whom surgery poses an unacceptable health risk due to disease or advanced age. Chenodal has been the standard of care for CTX patients for more than three decades and the Company is currently pursuing adding this indication to the label.


•	Cholbam (cholic acid capsules) is approved in the United States for the treatment of bile acid synthesis disorders due to single enzyme defects and is further indicated for adjunctive treatment of patients with peroxisomal disorders.


•	Thiola (tiopronin tablets) is approved in the United States for the prevention of cystine (kidney) stone formation in patients with severe homozygous cystinuria.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows:

Principles of Consolidation

The consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

In preparing financial statements in conformity with U.S. GAAP, management is required 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, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include revenue recognition, valuing equity securities in share-based payments, estimating fair value of equity instruments recorded as derivative liabilities, estimating the fair value of net assets acquired in business combinations, estimating the useful lives of depreciable and amortizable assets, goodwill impairment, estimating of contingent consideration, estimating of valuation allowances and uncertain tax positions, and estimating the fair value of long-lived assets to assess whether impairment charges may apply.

Revenue Recognition

Product sales for the year ended December 31, 2016 consisted of sales of Chenodal, Cholbam and Thiola. Product sales for the year ended December 31, 2015 consisted of sales of Chenodal, Cholbam, Thiola and Vecamyl (divested in 2015). Product sales for the year ended December 31, 2014 consisted of sales of Chenodal, Thiola and Vecamyl. Revenue from product sales is recognized when persuasive evidence of an arrangement exists, title to product and associated risk of loss have passed to the customer, the price is fixed or determinable, collection from the customer is reasonably assured, the Company has no further performance obligations, and returns can be reasonably estimated. The Company sells in the United States and Canada through a direct-to-patient distributor. Under this distribution model, the Company records revenues when customers take title of the product.

The Company sells Kolbam internationally, and these revenues are immaterial when taken in consideration of the financial statements as a whole.

Revenue from product sales is recorded net of applicable provisions for rebates under government programs (including Medicaid), prompt pay discounts, and other sales-related deductions. We review our estimates of rebates and other applicable provisions each period and record any necessary adjustments in the current period.

Deductions from Revenue

Government Rebates and Chargebacks: The Company estimates the rebates that we will be obligated to provide to government programs and deducts these estimated amounts from our gross product sales at the time the revenues are recognized. Allowances for government rebates and discounts are established based on actual payer information, which is reasonably estimated at the time of delivery, and the government-mandated discounts applicable to government-funded programs. Rebate discounts are included in other current liabilities in the accompanying consolidated balance sheets.

Prompt Pay Discounts: The Company offers discounts to certain customers for prompt payments. The Company accrues for the estimated prompt pay discount based on the gross amount of each invoice for those customers at the time of sale.

Product Returns: Consistent with industry practice, the Company offers its customers a limited right to return product purchased directly from the Company, which is principally based upon the product’s expiration date. Generally, shipments are only made upon a patient prescription thus returns are minimal.

Research and Development Costs

Research and development includes expenses related to RE-021, fosmetpantotenate (RE-024) and our other pipeline programs. We expense all research and development costs as they are incurred. Our research and development costs are comprised of salaries and bonuses, benefits, non-cash share based compensation, license fees, milestones under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials, and develop drug materials and delivery devices, and associated overhead expenses and facilities costs. Reimbursed research and development costs under collaborative arrangements are recorded as a reduction to research and development costs. We charge direct internal and external program costs to the respective development programs. We also incur indirect costs that are not allocated to specific programs because such costs benefit multiple development programs and allow us to increase our pharmaceutical development capabilities. These consist of internal shared resources related to the development and maintenance of systems and processes applicable to all of our programs. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors, and clinical research organizations (“CRO’s"). Invoicing from third-party contractors for services performed can lag several months. We accrue the costs of services rendered in connection with third-party contractor activities based on our estimate of management fees, and costs associated with site monitoring and data management.

Employee Stock-Based Compensation

The Company recognizes all employee share-based compensation as a cost in the financial statements. Equity-classified awards principally related to stock options, restricted stock units (“RSUs”) and performance stock units ("PSUs"), are measured at the grant date fair value of the award. The Company determines grant date fair value of stock option awards using the Black-Scholes option-pricing model. The fair value of RSUs are determined using the closing price of the Company’s common stock on the grant date. For service based vesting grants, expense is recognized over the requisite service period based on the number of options or shares expected to ultimately vest. For PSUs, expense is recognized over the implicit service period, assuming vesting is probable. No expense is recognized for PSUs if it is not probable the vesting criteria will be satisfied. Forfeitures are estimated at the date of grant and revised when actual or expected forfeiture activity differs materially from original estimates.



	Vesting Term
Stock Options	1 to 3 years
Restricted Stock Units	1 to 3 years

Earnings (Loss) Per Share

We calculate our basic earnings per share by dividing net income by the weighted average number of shares outstanding during the period. The diluted earnings per share computation includes the effect, if any, of shares that would be issuable upon the exercise of outstanding stock options, derivative liability, convertible debt and RSUs, reduced by the number of shares which are assumed to be purchased by the Company from the resulting proceeds at the average market price during the year, when such amounts are dilutive to the earnings per share calculation.

Cash and Cash Equivalents

We consider all highly liquid marketable securities with an original maturity of three months or less to be cash equivalents. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value.

Marketable Securities

The Company accounts for marketable securities held as “available-for-sale” in accordance with ASC 320, “Investments Debt and Equity Securities” (“ASC 320”). The Company classifies these investments as current assets and carries them at fair value. Unrealized gains and losses are recorded as a separate component of stockholders’ equity as accumulated other comprehensive loss. Realized gains or losses on marketable security transactions are reported in the Statements of Operations and Comprehensive Income (Loss). Marketable securities are maintained at one financial institution and are governed by the Company’s investment policy as approved by our Board of Directors.

Trade and Notes Receivable

Trade Receivables, Net

Trade accounts receivable are recorded net of allowances for prompt payment and doubtful accounts. Estimates for allowances for doubtful accounts are determined based on existing contractual obligations, historical payment patterns and individual customer circumstances. The allowance for doubtful accounts was $0.3 million and $0.0 million at December 31, 2016 and 2015, respectively. For the years ended December 31, 2016 and 2015, bad debt expense recorded in the Statement of Operations and Comprehensive Income (Loss) is approximately $0.2 million and less than $0.1 million, respectively. There was no bad debt expense recorded in the Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2014.

Notes Receivable

Notes receivable arose from the sale of the pediatric priority review voucher (the "PRV"). On July 2, 2015, the Company sold and transferred the PRV to Sanofi for $245.0 million. $150.0 million was received upon closing, and $47.5 million is due on each of the first and second anniversaries of the closing. In accordance with U.S. GAAP, the Company recorded the future short term and long term notes receivable at their present value of $46.2 million and $44.9 million, respectively, at the date of the sale using a discount rate of 2.8%. The accretion on the notes receivables totaled $1.9 million and is recorded in interest expense, net, in the consolidated statements of operations and comprehensive income (loss) for 2016. The first annual payment was received on July 1, 2016 in accordance with the terms of the sale agreement. As of December 31, 2016, the present value of the remaining receivable is $46.8 million and is recorded in current assets. As of December 31, 2015 the present value of the receivables was $46.8 million and $45.6 million which were recorded as current and long term assets respectively. The Company noted no indications for impairment as of December 31, 2016 and 2015.

Inventories and Related Reserves

Inventories, which are recorded at the lower of cost or market, include materials, labor, and other direct and indirect costs and are valued using the first-in, first-out method. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale or has a cost basis in excess of its estimated realizable value, and writes down such inventory as appropriate. In addition, the Company's products are subject to strict quality control and monitoring which the Company’s manufacturers perform throughout their manufacturing process. The Company does not directly manufacture any product. The Company has single suppliers for products Chenodal and Thiola, and prospectively arranges for manufacture from contract service providers for its product Cholbam. The inventory reserve was $0.6 million and $0.3 million at December 31, 2016 and 2015, respectively.

Inventory, net of reserve, consisted of the following at December 31, 2016 and 2015 (in thousands):



	December 31, 2016		December 31, 2015
Raw material	$	1,336	$	289
Finished goods	1,490		2,247
Total inventory	$	2,826	$	2,536

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the related estimated useful lives as presented in the table below. Significant additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred. Property and equipment purchased for specific research and development projects with no alternative use is expensed as incurred.

The major classifications of property and equipment, including their respective expected useful lives, consists of the following:



Computer equipment	3 years
Furniture and fixtures	7 years
Leasehold improvements	Shorter of length of lease or life of the asset

Intangible Assets, Net

Our intangible assets consist of licenses, purchased technology and acquired in-process research and development (IPR&D). Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives and are reviewed periodically for impairment.

Intangible assets related to IPR&D projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. During the period the assets are considered indefinite-lived, they will not be amortized but will be tested for impairment. If and when development is complete, which generally occurs when regulatory approval to market a product is obtained, the associated assets are deemed finite-lived and are amortized over a period that best reflects the economic benefits provided by these assets.

Goodwill

Goodwill represents the excess of purchase price over fair value of net assets acquired in a business combination and is not amortized. Goodwill is subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. The Company has one segment and one reporting unit and as such reviews goodwill for impairment at the consolidated level.

For the years ended December 31, 2016, 2015 and 2014 there were no impairments to goodwill.

Impairment of Long-Lived Assets

Our long-lived assets are primarily comprised of intangible assets and property and equipment. We evaluate our finite-lived intangible assets and property and equipment, for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets may not be recoverable. If these circumstances exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

In addition, indefinite-lived intangible assets, comprised of IPR&D, are reviewed for impairment annually and whenever events or changes in circumstances indicate that it is more likely than not that the asset is impaired by comparing the fair value to the carrying value of the asset.

For the year ended December 31, 2015 the Company wrote off the intangible asset related to Carbetocin and recorded a loss of $4.7 million. There were no impairments related to intangible assets in the years ended December 31, 2016 or 2014.

Contingent Consideration

We record contingent consideration resulting from a business combination at its fair value on the acquisition date. On a quarterly basis, we revalue these obligations and record increases or decreases from their fair value as an adjustment to operating earnings. Changes to contingent consideration obligations can result from changes to discount rates, accretion of the liability due to the passage of time, changes in revenue forecasts and changes in our estimates of the likelihood or timing of achieving commercial milestones.

Income Taxes

The Company follows ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences 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. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized.

The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company’s policy is to record estimated interest and penalty related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision.

Reclassifications

Certain reclassifications have been made to the prior year financial statements in order to conform to the current year’s presentation.

Patents

The Company expenses external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent applications pending. The Company also expenses costs associated with maintaining and defending patents subsequent to their issuance in the period incurred.

Derivative Financial Instruments, Warrants

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. However, certain warrants to purchase common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the ASC, are classified as liabilities.The Company’s warrants are classified as liability instruments due to an anti-dilution provision that provides for a reduction to the exercise price of the warrants if the Company issues additional equity or equity linked instruments in the future at an effective price per share less than the exercise price then in effect. The derivative instrument was initially recorded at its fair value and is then revalued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive income (loss).

Treasury Stock

The Company records treasury stock at the cost to acquire it and includes treasury stock as a component of stockholders’ equity until it is retired.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption.

In May 2014, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration for which the entity expects to be entitled for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption of ASU 2014-09 is permitted but not before the original effective date (annual periods beginning after December 15, 2016). The Company does not expect the new standard to change the timing for recognition of revenue from product sales, but it is still reviewing the standard and its effects on disclosures and other matters.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.The Company is in the process of evaluating the impact of this guidance on its consolidated financial statements and related disclosures; however, based on the Company's current operating leases, it is expected to have a material impact to the Consolidated Balance Sheet by increasing assets and liabilities.

In April 2016, the FASB issued ASU No. 2016-09, Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Specifically, the ASU requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assess the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. That is, off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized when they arise. Existing net operating losses that are currently tracked off balance sheet would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an “APIC pool.” The ASU also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. In addition, the ASU elevates the statutory tax withholding threshold to qualify for equity classification up to the maximum statutory tax rates in the applicable jurisdiction(s). The ASU also clarifies that cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity. The ASU provides an optional accounting policy election (with limited exceptions), to be applied on an entity-wide basis, to either estimate the number of awards that are expected to vest (consistent with GAAP) or account for forfeitures when they occur. The ASU is effective for public business entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Upon adoption, all of the tax effects related to share-based payments at settlement (or expiration) will be recorded through the income statement. In 2016 and 2015, the Company would have recorded a tax expense of $0.4 million and a tax benefit of $2.4 million, respectively. In addition the Company will adopt accounting for forfeitures as actuals rates in the period they occur.

In June 2016, the FASB issued No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Topic 326 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. As of December 31, 2016, the Company holds $214.9 million in available for sale debt securities that are affected by this ASU. If adopted as of December 31, 2016, this would not have a material impact on financial statements.

In October 2016, the FASB issued No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The new guidance changes the accounting for income tax effects of intra-entity transfers of assets other than inventory. Under the new guidance, the selling (transferring) entity is required to recognize a current tax expense or benefit upon transfer of the asset. Similarly, the purchasing (receiving) entity is required to recognize a deferred tax asset or deferred tax liability, as well as the related deferred tax benefit or expense, upon receipt of the asset. The new guidance will be effective for the Company starting in fiscal year 2018 on a modified retrospective basis, and early adoption is permitted. As of December 31, 2016, the Company has recorded a Prepaid Tax Asset of $4.9 million related to an Intra-Entity Transfer. Upon adoption, the Company will reverse the balance in its Prepaid Tax Asset account as a charge to retained earnings. The Company is currently evaluating whether to adopt the new guidance early.

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The new guidance dictates that, when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, it should be treated as an acquisition or disposal of an asset. The guidance will be effective for the fiscal year beginning on January 1, 2018, including interim periods within that year (early adoption is permitted). The Company is currently evaluating the potential effect of the guidance on its consolidated financial statements.

BUSINESS COMBINATION AND DIVESTITURE OF ASSETS

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

BUSINESS COMBINATION AND DIVESTITURE OF ASSETS

Acquisition of Liquid Ursodeoxycholic Acid (L-UDCA)

On June 20, 2016, the Company announced the signing of a definitive agreement to purchase the rights, titles, licenses and ownership of L-UDCA from Asklepion Pharmaceuticals, LLC ("Asklepion").

The acquisition was accounted for under the purchase method of accounting in accordance with Accounting Standard Codification ("ASC") 805. The fair value of assets acquired and liabilities assumed was based upon an independent third-party valuation and the Company’s estimates. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from acquired product rights for L-UDCA, licenses, trade names and developed technologies, present value and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

The purchase included $25.5 million for an intangible asset with a definite life related to product rights in the U.S. The useful life related to the acquired product rights is expected to be approximately 17 years once the NDA is approved by the FDA. Until approval, the asset is considered IPR&D with an indefinite life and is not amortized.

The contingent consideration of $25.0 million (present value) recorded during the period ended June 30, 2016, is related to an agreement to pay an additional cash amount in the form of milestones and sales royalties through 2035. The accrued contingent consideration was recorded as a liability at acquisition-date fair value using the income approach with an assumed discount rate of 12.0% over the applicable term. The undiscounted amount the Company could pay as contingent consideration under the agreement is up to $70.3 million.

The purchase price allocation of $25.5 million as of the acquisition completion date of June 16, 2016 is as follows (in thousands):



Cash paid upon consummation	$	500
Present value of contingent consideration	25,000
Total purchase price	$	25,500
Fair Value of Assets Acquired and Liabilities Assumed
Acquired product rights: L-UDCA (intangible asset)	$	25,500
Total purchase price	$	25,500

Unaudited pro forma information for the transaction is not presented, because the effects of such transaction are considered immaterial to the Company.

Acquisition of Cholbam (cholic acid)

On January 12, 2015, the Company announced the signing of a definitive agreement under which it acquired the exclusive right to purchase from Asklepion, all worldwide rights, titles, and ownership of Cholbam (cholic acid) for the treatment of bile acid synthesis disorders, if approved by the FDA. Under the terms of the agreement, the Company paid Asklepion an upfront payment of $5.0 million and agreed to pay milestones based on FDA approval and net product sales, plus tiered royalties on future net sales of Cholbam.

On March 18, 2015, the Company announced that the FDA had approved Cholbam capsules, the first FDA approved treatment for pediatric and adult patients with bile acid synthesis disorders due to single enzyme defects, and for patients with peroxisomal disorders (including Zellweger spectrum disorders). As a result of the approval, the Company exercised its right to purchase from Asklepion all worldwide rights, titles, and ownership of Cholbam and related assets. The FDA also granted Asklepion a Rare Pediatric Disease Priority Review Voucher ("Pediatric PRV"), awarded to encourage development of new drugs and biologics for the prevention and treatment of rare pediatric diseases. A Pediatric PRV is transferable and provides the bearer with FDA priority review classification for a new drug application. The Pediatric PRV was transferred to Retrophin under the original terms of the agreement with Asklepion.

On March 31, 2015, the Company completed its acquisition from Asklepion of all worldwide rights, titles and ownership of Cholbam, including all related contracts, data assets, intellectual property, regulatory assets and the Pediatric PRV, in exchange for a cash payment of $28.4 million, in addition to approximately 661,279 shares of the Company’s common stock (initially valued at $9 million at the time of the definitive agreement with Asklepion, and $15.8 million at the acquisition completion date). The Company is also required to pay contingent consideration consisting of milestones and tiered royalties with a present value of $39.1 million.

The original asset value of the Pediatric PRV was recognized at $96.3 million. In this valuation process, we considered various factors which included data from recent sales of similar vouchers. The consideration paid to Asklepion did not value the Pediatric PRV because the issuance of a Pediatric PRV is extremely rare. Therefore when the FDA granted the Pediatric PRV with the Cholbam approval, a bargain purchase gain resulted.

The acquisition was accounted for under the purchase method of accounting in accordance with ASC 805. The fair value of assets acquired and liabilities assumed was based upon an independent third-party valuation and the Company’s estimates. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from acquired product rights-Cholbam, Pediatric PRV, trade names and developed technologies, present value and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

The purchase included $83.2 million of intangible assets with definite lives related to product rights with values of $75.9 million for the U.S. and $7.3 million for the international rights. The useful lives related to the acquired product rights are expected to be approximately 10 years.

The contingent consideration of $39.1 million recorded during the year ended December 31, 2015 is related to an agreement to pay an additional cash amount based on the product performance through 2025. The accrued contingent consideration was recorded as a liability at acquisition-date fair value using the income approach with assumed discount rates of 19.0% over the applicable term. The undiscounted amount the Company could pay as contingent consideration under the agreement is up to $78.4 million.

Service fees with a net present value of $2.9 million were recorded during the year ended December 31, 2015. The net present value is based upon $4.0 million in total payments over a four year period starting as of the acquisition date.

As part of the business combination the Company recorded a deferred tax liability of $39.9 million. The deferred tax liability is derived from the difference in the Company's book basis and tax basis in the assets acquired of $88.5 million. Our tax rate utilized is 45.4%.

The purchase price allocation of $91.3 million as of the acquisition completion date of March 31, 2015 is as follows (in thousands):



Cash paid upon consummation	$	33,430
Present value of contingent consideration and service fees	42,010
Fair Value of 661,279 shares issued to Asklepion	15,844
Total Purchase Price	$	91,284
Fair Value of Assets Acquired and Liabilities Assumed
Acquired product rights-Cholbam (Intangible Asset)	$	83,200
Pediatric Priority Review Voucher	96,250
Inventory	777
Deferred tax liability	(39,880		)
Total Allocation of Purchase Price	140,347
Bargain Purchase Gain	(49,063		)
Total Purchase Price	$	91,284

Acquisition of Manchester Pharmaceuticals LLC

On March 26, 2014 (the “Manchester Closing Date”), the Company acquired 100% of the outstanding membership interests of Manchester. Under the terms of the agreement, the Company paid $29.2 million upon consummation of the transaction, of which $3.2 million was paid by Retrophin Therapeutics International LLC, an indirect wholly owned subsidiary, for rights to use the trade name outside of the United States. Acquisition costs amounted to approximately $0.3 million and were recorded as selling, general, and administrative expense in the 2014 Consolidated Financial Statements. The Company entered into a promissory note with Manchester for $33 million which was discounted to $31.3 million to be paid in three equal installments of $11 million within three, six, and nine months after the Manchester Closing Date. On June 30, 2014, the Company paid the sellers of Manchester $33 million in full satisfaction of the outstanding amount owed.

In addition, the Company agreed to make contractual payments based on 10% of net sales of the products Chenodal and Vecamyl to the former members of Manchester. Additional contingent payments will be made based on 5% of net sales from any new products derived from Chenodal and Vecamyl. Business combination-related contingent consideration estimated at $12.8 million will be revalued at each reporting period and any change in valuation will be recorded in the Company’s statement of operations.

The acquisition was accounted for under the purchase method of accounting in accordance with ASC 805, with the excess purchase price over the fair market value of the assets acquired and liabilities assumed allocated to goodwill. Based on the purchase price allocation, the purchase price of $73.2 million resulted in goodwill of $0.9 million which is primarily attributed to the synergies expected to arise after the acquisition. The $0.9 million of goodwill resulting from the acquisition is deductible for income tax purposes.

Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships and developed technology, present value and discount rates. Management’s estimates of fair value are based an independent third-party valuation. These assumptions are believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

The purchase included $72 million of intangible assets with definite lives related to product rights, trade names, and customer relationships with values of $71.4 million, $0.2 million, and $0.4 million, respectively. The useful lives related to the acquired product rights, trade names, and customer relationships are approximately 16, 1 and 10 years, respectively. Under the terms of the agreement, the sellers agreed to indemnify the Company for uncertain tax liabilities, any breach of any representation or warranty the sellers made to the purchaser, failure of the sellers to perform any covenants or obligations made to the purchaser, and third party claims relating to the operation of the Company and events occurring prior to the Manchester Closing Date. As of December 31, 2014, the Company recorded an indemnification asset with a corresponding liability in the amount of $1.5 million related to uncertain tax liabilities.

The purchase price allocation of $73.2 million as of the Manchester Closing Date was as follows (in thousands):



Cash paid upon consummation, net	$	29,150
Secured promissory note	31,283
Fair value of business combination-related contingent consideration	12,800
Total purchase price	$	73,233

Prepaid expenses	$	116
Inventory	517
Product rights	71,372
Trade names	175
Customer relationship	403
Goodwill	936
Other asset	1,522
Accounts payable and accrued expenses	(286		)
Other liability	(1,522		)
Total allocation of purchase price consideration	$	73,233

Divestiture of Assets:

Sale of Assets to Sanofi

The FDA granted Asklepion a Pediatric PRV, awarded to encourage development of new drugs and biologics for the prevention and treatment of rare pediatric diseases. A Pediatric PRV is transferable and provides the bearer with FDA priority review classification for a new drug application. The Pediatric PRV was transferred to the Company under the terms of the asset purchase agreement between the Company and Asklepion dated January 12, 2015, pursuant to which the Company acquired Cholbam.

On July 2, 2015, the Company sold and transferred the Pediatric PRV to Sanofi for $245.0 million. $150.0 million was received upon closing, and $47.5 million is due on each of the first and second anniversaries of the closing. In accordance with U.S. GAAP, the Company recorded the future short term and long term notes receivable at their present value of $46.2 million and $44.9 million, respectively, at the date of the sale using a discount rate of 2.8%. The gain from the sale of the asset was approximately $140.0 million, net of $4.9 million in fees contractually due as part of the Cholbam acquisition. The first annual payment was received on July 1, 2016 in accordance with the terms of the sale agreement.

Sale of Assets to Turing Pharmaceuticals

On October 13, 2014, the Company entered into a binding Summary Separation Proposal with its then-current Chief Executive Officer. Among other things, the Summary Separation Proposal set forth the terms for the sale of the Company’s Vecamyl, Syntocinon and ketamine licenses and assets to Turing Pharmaceuticals, a company controlled by the former Chief Executive Officer.

On January 9, 2015, the Company entered into a purchase agreement with Turing Pharmaceuticals pursuant to which the Company sold Turing Pharmaceuticals the Sold Assets for a purchase price of $1.0 million, and pursuant to which Turing Pharmaceuticals also assumed all future liabilities related to the Sold Assets.

On February 13, 2015, the Sellers entered into a purchase agreement with Waldun, pursuant to which the Sellers sold Waldun the Vecamyl Product Rights for a purchase price of $0.7 million. Waldun in turn sold the Vecamyl Product Rights to Turing Pharmaceuticals. In connection therewith, on February 13, 2015, the Company, together with Manchester, entered into an asset purchase agreement with Turing Pharmaceuticals, pursuant to which the Company sold Turing Pharmaceuticals the Inventory for a purchase price of $0.3 million, and pursuant to which Turing Pharmaceuticals also assumed certain liabilities related to the Vecamyl Product Rights and the Inventory.

On February 13, 2015, the Company entered into an asset purchase agreement with Turing Pharmaceuticals pursuant to which the Company sold Turing Pharmaceuticals its Oxytocin Assets, including related inventory, for a purchase price of $1.1 million, and pursuant to which Turing Pharmaceuticals also assumed certain liabilities related to the Oxytocin Assets.See Note 16 for further discussion

The effect on the Statement of Operations and Comprehensive Income (Loss) for 2015 is a gain of approximately $0.9 million.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1383-128463

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479

+ Details

MARKETABLE SECURITIES

12 Months Ended

Dec. 31, 2016

Investments, Debt and Equity Securities [Abstract]

MARKETABLE SECURITIES

The Company's marketable securities as of December 31, 2016 and 2015 were comprised of available-for-sale marketable securities which are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income (loss). The amortized cost of debt securities in this category are adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income or expense. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. All available-for-sale securities are classified as current assets, even if the maturity when acquired by the Company is greater than 1 year due to the possibility of liquidation within the next 12 months.

Marketable securities consist of the following (in thousands):



	As of December 31,
	2016		2015
Marketable Securities:
Commercial paper	30,303		31,864
Corporate debt securities	134,570		125,547
Securities of government sponsored entities	49,998		34,388
Total Marketable Securities:	$	214,871	$	191,799

The following is a summary of short-term marketable securities classified as available-for-sale as of December 31, 2016 (in thousands):



	Contractual Maturity (in years)	Amortized Cost		Unrealized Gains		Unrealized Losses			Aggregate Estimated Fair Value
Marketable Securities:
Commercial paper	Less than 1	$	30,330	$	—	$	(27	)	$	30,303
Corporate debt securities	Less than 1	64,794		7		(91		)	64,710
Securities of government-sponsored entities	Less than 1	19,500		—		(10		)	19,490
Total maturity less than 1 year		114,624		7		(128		)	114,503
Corporate debt securities	1 to 2	70,207		—		(347		)	69,860
Securities of government-sponsored entities	1 to 2	30,583		—		(75		)	30,508
Total maturity 1 to 2 years		100,790		—		(422		)	100,368
Total available-for-sale securities		$	215,414	$	7	$	(550	)	$	214,871

The following is a summary of short-term marketable securities classified as available-for-sale as of December 31, 2015 (in thousands):



	Contractual Maturity (in years)	Amortized Cost		Unrealized Gains		Unrealized Losses			Aggregate Estimated Fair Value
Marketable Securities:
Commercial paper	Less than 1	$	31,899	$	6	$	(41	)	$	31,864
Corporate debt securities	Less than 1	43,464		—		(78		)	43,386
Total maturity less than 1 year		75,363		6		(119		)	75,250
Corporate debt securities	1 to 2	82,557		—		(396		)	82,161
Securities of government-sponsored entities	1 to 2	34,522		2		(136		)	34,388
Total maturity 1 to 2 years		117,079		2		(532		)	116,549
Total available-for-sale securities		$	192,442	$	8	$	(651	)	$	191,799

During 2016, 2015 and 2014, the Company recognized a gain of less than $0.1 million, a loss of $0.3 million and a gain of $2.3 million on marketable securities, respectively. The Company had proceeds from the sale or maturity of marketable securities of $159.5 million, $10.0 million and $6.5 million for 2016, 2015 and 2014, respectively.

The primary objective of the Company’s investment portfolio is to enhance overall returns while preserving capital and liquidity. The Company’s investment policy limits interest-bearing security investments to certain types of instruments issued by institutions with primarily investment grade credit ratings and places restrictions on maturities and concentration by asset class and issuer.

The Company reviews the available-for-sale investments for other-than-temporary declines in fair value below cost basis each quarter and whenever events or changes in circumstances indicate that the cost basis of an asset may not be recoverable. This evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis and adverse conditions related specifically to the security, including any changes to the credit rating of the security, and the intent to sell, or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. The assessment of whether a security is other-than-temporarily impaired could change in the future due to new developments or changes in assumptions related to any particular security. As of December 31, 2016 and 2015, the Company believed the cost basis for available-for-sale investments were recoverable in all material respects. For both December 31, 2016 and 2015, any investments in an unrealized loss position for longer than 12 months are immaterial.

- Definition

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

+ References + Details

DERIVATIVE FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

Since 2013, the Company has issued 5 tranches of common stock purchase warrants to secure financing, remediate covenant violations related to the Credit Facility (See Note. 10) and provide consideration for Credit Facility amendments.

The Company accounts for derivative financial instruments in accordance with ASC 815-40, “Derivative and Hedging – Contracts in Entity’s Own Equity” (“ASC 815-40”), in which instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The Company’s warrants are classified as liability instruments due to an anti-dilution provision that provides for a reduction to the exercise price of the warrants if the Company issues additional equity or equity linked instruments in the future at an effective price per share less than the exercise price then in effect.

Issuances

2016

None.

2015

On January 12, 2015, the Company entered into Amendment No. 3 to the Credit Facility discussed in Note 10, in which the Company obtained a commitment letter from Athyrium Capital Management, LLC and Perceptive Credit Opportunities Fund, LP (collectively, the “ Lenders”), the Company’s existing lenders, providing a commitment for a senior secured incremental term loan under the Company’s existing term loan facility in an aggregate principal amount of $30 million, which could have been drawn down at the Company’s option to finance the acquisition of the assets of Asklepion.

As consideration for the commitment letter for the Incremental Loan, the Company made a cash payment to the Lenders and issued the Lenders warrants initially exercisable to purchase up to an aggregate of 125,000 shares of the Company’s common stock. The Company recorded $1.05 million of interest expense related to the warrants upon issuance.

The Company calculated the fair value of the warrants using the Monte Carlo Simulation utilizing the following assumptions as of the grant date of the warrants:



Risk free rate	1.39		%
Expected volatility	85		%
Expected life (in years), represents the weighted average period until next liquidity event	0.3
Expected dividend yield	—
Exercise Price	$	13.25

2014

In connection with the execution of the Credit Facility, the Company issued warrants to the lenders under the Credit Facility, initially exercisable to purchase up to an aggregate of 337,500 shares of common stock of the Company. The Warrants will be exercisable in whole or in part, at an initial exercise price per share of $12.76 per share, which is subject to weighted-average anti-dilution protections. The Warrants may be exercised at any time upon the election of the holder, beginning on the date of issuance and ending on the fifth anniversary of the date of issuance.

The total grant date fair value of the Warrants was $2.5 million, was recorded as a derivative liability, and is included in the debt discount to the Note Payable in the Consolidated Balance Sheets.

The Company calculated the fair value of the warrants using the Binomial Lattice pricing model using the following assumptions as of the grant date of the Warrants:



Risk free rate	1.62		%
Expected volatility	85		%
Expected life (in years), represents the weighted average period until next liquidity event	0.36
Expected dividend yield	—
Exercise Price	$	12.76

On November 13, 2014, the Company entered into Amendment No. 2 to the Credit Facility which allowed the Company to be in compliance with certain covenants as of September 30, 2014. In addition certain covenants related to the 4^th quarter of fiscal 2014 and 2015 were amended. As compensation for Amendment No. 2, the Company agreed to issue additional warrants to the lenders, initially exercisable to purchase an aggregate of 300,000 shares of common stock of the Company which were valued at $2.2 million as of November 13, 2014, with an exercise price of $9.96 per share, and was recorded in change in fair value of derivative instruments in the 2014 Consolidated Statements of Operations.

Re-measurement

The warrants are re-measured at each balance sheet date based on estimated fair value. Changes in estimated fair value are recorded as non-cash valuation adjustments within other income (expenses) in the Company’s accompanying Consolidated Statements of Operations. The Company recorded a change in the estimated fair value of warrants of a gain of $1.7 million, loss of $33.3 million, and loss of $23.8 million during the years ended December 31, 2016, 2015 and 2014, respectively.

The Company calculated the fair value of the warrants using the Monte Carlo Simulation as of December 31, 2016 and 2015, using the following assumptions:



	As of
	December 31, 2016		December 31, 2015
Fair value of common stock	$	18.93	$	19.29
Remaining Life (in years) of the Warrants	1.2 - 3.0 years		2.1 – 4.0 years
Risk-free interest rate	.89 - 1.48%		1.11 – 1.59%
Expected volatility	55 - 75%		75 – 85%
Dividend yield	—		—

Expected volatility is based on analysis of the Company’s volatility. The risk free interest rate is based on the U.S. Treasury security rates for the remaining term of the warrants at December 31, 2016 and 2015.

The following tables presents the Company’s derivative warrant issuances and balances outstanding during the years ended December 31, 2016 and 2015:



		Weighted Average
	Warrants	Exercise Price		Grant Date Fair Value
Outstanding at December 31, 2014	3,421,355	$	6.43	$	3.79
Issued	125,000	13.25		8.40
Canceled	—	—		—
Exercised	880,807	5.35		3.23
Outstanding at December 31, 2015	2,665,548	$	7.05	$	4.20
Issued	—	—		—
Canceled	—	—		—
Exercised	898,643	6.68		4.85
Outstanding at December 31, 2016	1,766,905	$	7.23	$	3.87

The following information applies to derivative warrants outstanding at December 31, 2016:



Exercise Price		Number of Warrants	Weighted Average Remaining Contractual Life (years)	Number Exercisable
$	3.60	168,336	1.12	168,336
$	6.00	1,219,402	1.62	1,219,402
$	12.76	337,500	2.49	337,500
$	13.25	41,667	3.03	41,667

The total intrinsic value of derivative warrants outstanding and exercisable as of December 31, 2016 was $20.7 million. The Company’s closing stock price was $18.93 on December 31, 2016.

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Financial Instruments and Fair Value

The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In estimating the fair value of the Company’s derivative liabilities, the Company used the Monte Carlo Simulation as of December 31, 2016 and 2015. Based on the fair value hierarchy, the Company classified the derivative liability within Level 3.

In estimating the fair value of the Company’s contingent consideration, the Company used the comparable uncontrolled transaction (“CUT”) method for royalty payments based on projected revenues. Based on the fair value hierarchy, the Company classified contingent consideration within Level 3 because valuation inputs are based on projected revenues discounted to a present value.

Financial instruments with carrying values approximating fair value include cash and cash equivalents, accounts receivable, notes receivable, deposits on lease agreements, and accounts payable, due to their short term nature.

The following table presents the Company’s asset and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2016 (in thousands):



	As of December, 2016		Fair Value Hierarchy at December 31, 2016
	Total carrying and estimated fair value		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Asset:
Cash and Cash Equivalents	$	41,002	$	39,929	$	1,073	$	—
Marketable securities, available-for-sale	214,871		—		214,871		—
Total	$	255,873	$	39,929	$	215,944	$	—
Liabilities:
Derivative liability related to warrants	$	22,440	$	—	$	—	$	22,440
Business combination-related contingent consideration	87,478		—		—		87,478
Total	$	109,918	$	—	$	—	$	109,918



	As of December, 2015		Fair Value Hierarchy at December 31, 2015
	Total carrying and estimated fair value		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Asset:
Cash and Cash Equivalents	$	37,805	$	31,055	$	6,750	$	—
Marketable securities, available-for-sale	191,799		—		191,799		—
Total	$	229,604	$	31,055	$	198,549	$	—
Liabilities:
Derivative liability related to warrants	$	38,810	$	—	$	—	$	38,810
Business combination-related contingent consideration	59,021		—		—		59,021
Total	$	97,831	$	—	$	—	$	97,831

The following table sets forth a summary of changes in the estimated fair value of the Company’s Level 3 derivative liability for years ended December 31, 2016 and 2015 (in thousands):



	Fair Value Measurements of Common Stock Warrants Using Significant Unobservable Inputs (Level 3)
	2016			2015
Balance at January 1,	$	38,810		$	27,990
Issuance of common stock warrants	—			1,050
Reclassification of derivative liability to equity upon exercise of warrants	(14,715		)	(23,537		)
Change in estimated fair value of liability classified warrants	(1,655		)	33,307
Balance at December 31,	$	22,440		$	38,810

The following table sets forth a summary of changes in the estimated fair value of the Company's Level 3 business combination-related contingent consideration for the years ended December 31, 2016 and 2015 (in thousands):



	Fair Value Measurements of Acquisition-Related Contingent Consideration (Level 3)
	2016			2015
Balance at January 1,	$	59,021		$	11,637
Present value of contingent consideration upon acquisition related to a business combination	25,000			39,107
Increase from revaluation of contingent consideration	18,383			13,778
Decrease of contingent consideration, asset divestiture	—			(604		)
Contractual Payments	(12,826		)	(3,938		)
Contractual Payments accrued at December 31	(1,988		)	(959		)
Foreign currency impact	(112		)	—
Balance at December 31,	$	87,478		$	59,021

- Definition

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

+ References + Details

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

Amortizable intangible assets

Ligand License Agreement

In fiscal 2013, the Company entered into a $2.5 million agreement with Ligand Pharmaceuticals Incorporated for a worldwide sublicense to develop, manufacture and commercialize a drug technology compound including RE-021 or sparsentan (the “Ligand License Agreement”). The cost of the Ligand License Agreement, which is presented net of amortization in the accompanying Consolidated Balance Sheet in intangible assets, net, is being amortized to research and development on a straight-line basis through September 30, 2023. As consideration for the license, we are required to make substantial payments upon the achievement of certain milestones, totaling up to $109.4 million. Through 2016, we have made milestone payments to Ligand of $2.6 million under the terms of the license agreement. Should we commercialize sparsentan or any products containing related compounds, we will be obligated to pay to Ligand an escalating annual royalty between 15% and 17% of net sales of all such products.

In September 2015, the Ligand License Agreement was amended to facilitate sub-licensing in Asia-Pacific. As consideration for the amendment the Company paid $1.0 million.

Carbetocin Technology

In September 2015, the Company wrote-off the entire value of intangible assets related to Carbetocin. The write-off was deemed appropriate as the Company elected not to pursue any internal development of the asset and attempts to divest it were unsuccessful. The total charge of $4.7 million was included in operating expenses on the Consolidated Statement of Operations and Comprehensive Income (Loss).

Manchester Pharmaceuticals LLC

The Company acquired intangible assets with finite lives related to the Chenodal product rights, trade names, and customer relationships with the values of $67.8 million, $0.2 million, and $0.4 million, respectively. The useful lives related to the acquired product rights, trade names, and customer relationships are expected to be approximately 16, 1 and, 10 years, respectively. Amortization of product rights, trade names and customer relationships are being recorded in selling, general and administrative expense over their respective lives.

In 2015, the Company divested the assets related to Vecamyl, valued at $3.6 million, to Turing Pharmaceuticals.

Thiola License Agreement

In 2014, the Company entered into a license agreement with Mission Pharmacal, in which the Company obtained an exclusive, royalty-bearing license to market, sell and commercialize Thiola (Tiopronin) in the United States and Canada, and a non-exclusive license to use know-how relating to Thiola to the extent necessary to market Thiola. The initial term of the license is 10 years and will automatically renew thereafter for periods of one year.

The Company paid Mission an up-front license fee of $3 million and will pay guaranteed minimum royalties during each calendar year the greater of $2 million or twenty percent (20%) of the Company’s net sales of Thiola through June 30, 2024. The present value of guaranteed minimum royalties payable using a discount rate of approximately 11% based on the Company’s then borrowing rate is $10.1 million and $10.9 million as of December 31, 2016 and 2015, respectively. As of December 31, 2016, the guaranteed minimum royalty current and long term liability is approximately $2.0 million and $8.1 million, respectively, and is recorded as guaranteed minimum royalty in the Consolidated Balance Sheet. As of December 31, 2015, the guaranteed minimum royalty current and long term liability is approximately $2.0 million and $8.9 million, respectively, and is recorded as guaranteed minimum royalty in the Consolidated Balance Sheet. The Company has capitalized $35.3 million related to the Thiola asset which consists of the up-front license fee, professional fees, present value of the guaranteed minimum royalties and any additional payments through 2016 in excess of minimum royalties. There are 7.5 years remaining in the initial term of the license agreement.

Cholbam (Kolbam) Asset Purchase

On March 31, 2015, the Company completed its acquisition from Asklepion of all worldwide rights, titles and ownership of Cholbam, including all related contracts, data assets, intellectual property, regulatory assets and the PRV. The Company capitalized $75.9 million and $7.3 million for the U.S. and International economic interest, respectively.

L-UDCA

On June 20, 2016, the Company announced the signing of a definitive agreement to purchase the rights, titles, and ownership of L-UDCA from Asklepion. The purchase included $25.5 million for an intangible asset with a definite life related to product rights for the U.S. The useful life related to the acquired product rights is expected to be approximately 17 years once the NDA is approved by the FDA. Until approval, the asset is considered IPR&D with an indefinite life and is not amortized.

Amortizable intangible assets as of December 31, 2016 (in thousands):



	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Chenodal Product Rights	16	$	67,849	$	(11,738	)	$	56,111
Thiola License	10	35,339		(5,818		)	29,521
Economic Interest - U.S. revenue Cholbam	10	75,900		(13,320		)	62,580
Economic Interest - International revenue Cholbam	10	7,074		(1,241		)	5,833
Economic Interest - L-UDCA (acquired IPR&D)	Indefinite	25,500		—			25,500
Ligand License	11	3,300		(1,093		)	2,207
Manchester Customer Relationships	10	403		(112		)	291
Manchester Trade Name	1	175		(175		)	—
Total		$	215,540	$	(33,497	)	$	182,043

Amortizable intangible assets as of December 31, 2015 (in thousands):



	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Chenodal Product Rights	16	$	67,849	$	(7,489	)	$	60,360
Thiola License	10	24,133		(2,793		)	21,340
Economic Interest - U.S. revenue Cholbam	10	75,900		(5,715		)	70,185
Economic Interest - International revenue Cholbam	10	7,336		(552		)	6,784
Ligand License	11	3,300		(765		)	2,535
Manchester Customer Relationships	10	403		(71		)	332
Manchester Trade Name	1	175		(175		)	—
Total		$	179,096	$	(17,560	)	$	161,536

The following table summarizes amortization expense for the twelve months ended December 31, 2016, 2015 and 2014 (in thousands):



	2016		2015		2014
Research and development	$	328	$	697	$	823
Selling, general and administrative	15,665		12,534		4,455
Total amortization expense	$	15,993	$	13,231	$	5,278

As of December 31, 2016, amortization expense (excluding infinite lived IPR&D) for the next five years is expected to be as follows (in thousands):



2017	$	16,879
2018	16,879
2019	16,879
2020	16,879
2021	16,879
Thereafter	72,148
Total	$	156,543

ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2016

Payables and Accruals [Abstract]

ACCRUED EXPENSES

Accrued expenses consist of the following at December 31, 2016 and 2015 (in thousands):



	2016		2015
Compensation related costs	$	7,441	$	7,143
Research and development	7,311		4,281
Government rebate reserves	6,967		3,158
Selling, general and administrative	3,333		3,586
Royalty/contingent consideration	5,766		4,688
Miscellaneous	2,490		964
	$	33,308	$	23,820

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2016
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS On October 13, 2014, the Company entered into a binding Summary Separation Proposal with its then-current Chief Executive Officer. Among other matters, the Summary Separation Proposal set forth a summary of the terms for the sale of the Company’s Vecamyl, Syntocinon and ketamine licenses and assets to Turing Pharmaceuticals, a company controlled by the former Chief Executive Officer. On January 9, 2015, the Company entered into a purchase agreement with Turing Pharmaceuticals pursuant to which the Company sold Turing Pharmaceuticals the sold assets for a purchase price of $1.0 million, and pursuant to which Turing Pharmaceuticals also assumed all future liabilities related to the sold assets. On February 13, 2015, the Sellers entered into a purchase agreement with Waldun, pursuant to which the Sellers sold Waldun the Vecamyl Product Rights for a purchase price of $0.7 million. Waldun in turn sold the Vecamyl Product Rights to Turing Pharmaceuticals. In connection therewith, on February 13, 2015, the Company, together with Manchester, entered into an asset purchase agreement with Turing Pharmaceuticals, pursuant to which the Company sold Turing Pharmaceuticals the Inventory for a purchase price of $0.3 million, and pursuant to which Turing Pharmaceuticals also assumed certain liabilities related to the Vecamyl Product Rights and the Inventory. On February 13, 2015, the Company entered into an asset purchase agreement with Turing Pharmaceuticals pursuant to which the Company sold Turing Pharmaceuticals its Oxytocin Assets, including related inventory, for a purchase price of $1.1 million, and pursuant to which Turing Pharmaceuticals also assumed certain liabilities related to the Oxytocin Assets. The total impact to the Statement of Operations and Comprehensive Income (Loss) related to the divestitures for 2015 was a gain of $0.9 million.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

NOTES PAYABLE

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

NOTES PAYABLE

Convertible Notes Payable

On May 29, 2014, the Company entered into a Note Purchase Agreement relating to a private placement by the Company of $46 million aggregate principal senior convertible notes due 2019 (the “Notes”) which are convertible into shares of the Company’s common stock at an initial conversion price of $17.41 per share. The conversion price is subject to customary anti-dilution protection. The Notes bear interest at a rate of 4.5% per annum, payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2014. The Notes mature on May 30, 2019 unless earlier converted or repurchased in accordance with the terms. The aggregate carrying value of the Notes on their issuance was $43 million, which was net of the $3 million debt discount.

On June 30, 2014, the Company issued 401,047 shares of common stock to the holders of the Notes and such noteholders granted the Company a release of certain claims they may have had in connection with the Company's sale of the Notes or certain statements made by the Company in connection with such sale. The Company recorded finance expense as other expense in the amount of $4.7 million for the year ended December 31, 2014 based on the fair market value of the stock on the date of issuance in relation to the shares issued.

As of December 31, 2016 the fair value of a share of common stock was $18.93, exceeding the initial conversion price per share of the notes. If the debt holders were to convert the Company would be required to issue 2,642,160 shares of common stock assuming that no fundamental change in the Company has occurred. The Company has reserved sufficient shares of its common stock to satisfy the conversion requirements related to the Notes. As of December 31, 2016, the convert value exceeded the carrying value by approximately $5.5 million.

In estimating the fair value of the Company’s convertible debt, the Company performed an analysis on the straight-debt portion, excluding the conversion feature and the conversion feature. To estimate the fair value of conversion feature, the Company used the Monte Carlo Simulation as of December 31, 2016. To estimate the fair value of straight-debt portion, excluding the conversion feature, the Company discounted to present value the scheduled coupon payments and principal repayment, using an appropriate fair market yield. Based on the fair value hierarchy, the Company classified the derivative liability within Level 3. As of December 31, 2016 the fair value of the debt is estimated at $64.6 million.

The net carrying amount of the Notes consists of the following (in thousands):



	December 31,
	2016			2015
Aggregate principle amount of Notes	$	46,000		$	46,000
Unamortized debt discount and debt issuance costs	(1,578		)	(2,234		)
	$	44,422		$	43,766

Credit Facility

In June 2014, the Company entered into a $45 million Credit Agreement (“Credit Facility”) which bore interest at an annual rate of (i) the Adjusted LIBOR Rate (as such term was defined in the Credit Facility) plus 10.00% or (ii) in certain circumstances, the Base Rate (as such term was defined in the Credit Agreement) plus 9.00% and was payable quarterly. The Credit Facility contained certain financial and non-financial covenants.

In connection with the execution of the Credit Facility, the Company issued warrants (the “Warrants”) to the lenders under the Credit Facility, initially exercisable to purchase up to an aggregate of 337,500 shares of common stock of the Company. The Warrants will be exercisable in whole or in part, at an initial exercise price per share of $12.76 per share, which is subject to weighted-average anti-dilution protections. The Warrants may be exercised at any time upon the election of the holder, beginning on the date of issuance and ending on the fifth anniversary of the date of issuance. The issuance of the Warrants was not registered under the Securities Act of 1933, as amended (the “Securities Act”), as such issuance was exempt from registration under Section 4(2) of the Securities Act.

The total grant date fair value of the Warrants was $2.5 million, was recorded as a derivative liability, and was included in the debt discount to the Note Payable in the 2014 Consolidated Balance Sheets.

The Company calculated the fair value of the warrants using the Binomial Lattice pricing model using the following assumptions as of the grant date of the Warrants:



Risk free rate	1.62		%
Expected volatility	85		%
Expected life (in years), represents the weighted average period until next liquidity event	0.36
Expected dividend yield	—
Exercise Price	$	12.76

In November 2014, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Credit Facility which allowed the Company to be in compliance with certain covenants as of September 30, 2014. In addition certain covenants related to the fourth quarter of fiscal 2014 and 2015 were amended. As compensation for Amendment No. 2, the Company agreed to issue additional warrants to Athyrium Capital Management, LLC and Perceptive Credit Opportunities Fund, LP (collectively, the “Lenders”), initially exercisable to purchase an aggregate of 300,000 shares of common stock of the Company which were valued at $2.2 million and recorded in change in fair value of derivative instruments in the 2014 Consolidated Statements of Operations.

On January 12, 2015, the Company entered into Amendment No. 3 (“Amendment No. 3”) to the Credit Facility in which the Company obtained a commitment letter from the Lenders, providing a commitment for a senior secured incremental term loan under the Company’s existing term loan facility in an aggregate principal amount of $30.0 million, which could have been drawn down at the Company’s option to finance the acquisition of the Cholbam assets from Asklepion.

As consideration for Amendment No. 3, the Company made a $0.6 million cash payment to the Lenders, recorded in finance expense in the Consolidated Statements of Operations, and issued the Lenders warrants initially exercisable to purchase up to an aggregate of 125,000 shares of the Company’s common stock which were valued at $1.1 million on January 12, 2015 and were recorded in interest expense in the Consolidated Statements of Operations. Due to the closing of its public offering on March 24, 2015, the Company received cash proceeds of $140.0 million, after deducting underwriting fees and other offering costs, which the Company used to make the $27.0 million payment due to Asklepion upon the closing of the Company’s acquisition of the Cholbam assets, and as a result, the Company did not utilize the commitment from the Lenders.

On July 1, 2015, the Company paid off the Credit Facility in its entirety including a prepayment premium of $2.3 million, and incurred an additional charge of $4.2 million, included in other expenses on the Company's Consolidated Statement of Operations and Comprehensive Income (Loss), for the write-off of the debt discount and equity issuances for the Credit Facility

Note Payable - Manchester Pharmaceuticals, LLC

On March 26, 2014, upon the acquisition of Manchester, the Company entered into a note payable in the amount of $33 million. The note is non-interest bearing and therefore the Company recorded the loan at present value of $31.3 million using the effective interest rate of approximately 11%, which was the Company’s current borrowing rate. The note was due and payable in three consecutive payments, each in the amount of $11 million payable on June 26, 2014, September 26, 2014, and December 12, 2014 (the maturity date). On June 30, 2014, the Company paid off the note in its entirety. The Company accelerated interest expense in the amount of $1.7 million for the difference between the present value of the loan, and the loan balance paid was recorded in interest income (expense), net for the year ended December 31, 2014.

Interest Expense

Total interest expense, net, recognized for the years ended December 31, 2016, 2015 and 2014 was $0.8 million, $7.7 million and $7.4 million, respectively.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Leases and Sublease Agreements



Facilities	Base Rent	Lease Expiration	Comments
Occupied Locations
Corporate Headquarters San Diego CA	$1.1 million	July 2024	Occupied in December 2016
Cambridge MA		October 2017	Subleased space for less than one year
Vacated Locations
San Diego CA	0.5	December 2017	Available for sublease
New York NY	0.5	November 2018	Available for sublease
Carlsbad CA		June 2017	Sublet through expiration

Contractual Commitments

The following table summarizes our principal contractual commitments, excluding open orders that support normal operations, as of December 31, 2016 (in thousands):



	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating leases	$	10,861	$	2,052	$	2,870	$	2,491	$	3,448
Note payable, including contractual interest	66,003		4,070		52,933		4,000		5,000
Sales support services	3,054		416		833		833		972
Product supply contracts	1,994		1,515		479		—		—
Purchase order commitments	2,741		2,591		150		—		—
	$	84,653	$	10,644	$	57,265	$	7,324	$	9,420

Legal Proceedings

On September 19, 2014, purported shareholders of the Company sued Martin Shkreli, the Company’s former Chief Executive Officer, in federal court in the Southern District of New York (Donoghue v. Retrophin, Inc., Case No. 14-cv-7640). The Company was a nominal defendant in this action. The plaintiffs sought, on behalf of the Company, disgorgement of short-swing profits from Mr. Shkreli under section 16(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78(p)(b)). The Court approved a settlement between the parties, under which Mr. Shkreli was obligated to pay $2.025 million to the Company and an additional $0.6 million to Plaintiffs to compensate them for their legal fees. Mr. Shkreli defaulted on the judgment and the Company and the Plaintiffs took steps to collect it. The Company did not record anything related to the judgment on its financial statements for 2015. In November 2016, the Company and Mr. Shkreli entered into a binding term sheet with respect to a settlement, under which the $2.025 million judgment against Mr. Shkreli would offset and satisfy certain existing legal fees that Mr. Shkreli claimed should be advanced to him by the Company, as described more fully below. That offset has now taken place and this matter has concluded.

In January 2015, the Company received a subpoena relating to a criminal investigation by the U.S. Attorney for the Eastern District of New York. The subpoena requested information regarding, among other things, the Company’s relationship with Mr. Shkreli and individuals or entities that had been investors in investment funds previously managed by Mr. Shkreli. The Company has been informed that it is not a target of the U.S. Attorney’s investigation, and is cooperating with the investigation. On December 17, 2015, an indictment against the Company’s former Chief Executive Officer, Martin Shkreli, and its former outside counsel, Evan Greebel, was unsealed in the United States District Court for the Eastern District of New York. A superseding indictment reflecting additional charges was filed on June 3, 2016. The Company has also been cooperating with a parallel investigation by the U.S. Securities and Exchange Commission (the “SEC”). On December 17, 2015, the SEC filed a civil complaint against Mr. Shkreli, Mr. Greebel, MSMB Capital Management LLC, and MSMB Healthcare Management LLC in the United States District Court for the Eastern District of New York. In connection with these proceedings, Mr. Shkreli, as well as a number of other current and former directors, officers, and employees, sought advancement of their legal fees from the Company. Mr. Shkreli, in particular, claimed that the Company owes him in excess of $5 million in legal fees that he has incurred defending these actions. The Company disputed its obligation to pay the amount in full. In November 2016, the Company and Mr. Shkreli entered into a binding term sheet with respect to a settlement under which the Company would advance $2.8 million in legal fees to Mr. Shkreli’s counsel, representing a portion of the existing legal fees related to these proceedings that Mr. Shkreli claims should be advanced. The Company would also undertake an obligation to advance an additional $2 million in future legal fees in the event the matter proceeds to trial. The Company has now advanced $2.8 million ($1.8 million of which occurred in 2016) in pre-trial fees to Mr. Shkreli's counsel. At present, the Company has been reimbursed approximately $0.7 million of this amount from its directors’ and officers’ insurance carriers, and expects to receive payments for a portion of the remaining amount. The total amount it will receive from the insurance carriers is not currently estimable. In addition, the legal fees the Company has advanced will be subject to reimbursement by Mr. Shkreli under Delaware law in the event it is ultimately determined that Mr. Shkreli is not entitled to be indemnified by the Company in these proceedings.

On August 17, 2015, the Company filed a lawsuit in federal district court for the Southern District of New York against Martin Shkreli, asserting that he breached his fiduciary duty of loyalty during his tenure as the Company’s Chief Executive Officer and a member of its Board of Directors (Retrophin, Inc. v. Shkreli, 15-CV-06451(NRB)). On August 19, 2015, Mr. Shkreli served a demand for JAMS arbitration on Retrophin, claiming that Retrophin had breached his December 2013 employment agreement. In response to Mr. Shkreli’s arbitration demand, the Company asserted counterclaims in the arbitration that are substantially similar to the claims it previously asserted in the federal lawsuit against Mr. Shkreli. The parties have selected an arbitration panel. On Mr. Shkreli’s application, and with the Company’s consent, the federal Court granted a stay of the federal lawsuit pending a determination by the arbitration panel whether the Company’s counterclaims would be litigated in the arbitration, as the Company is seeking. On April 22, 2016, the arbitration panel granted the parties’ request for a stay of the proceedings pending settlement discussions. In connection with these proceedings, Mr. Shkreli sought advancement of his legal fees from the Company relating to his defense of the Company’s claims against him. Mr. Shkreli claimed that he has to date incurred in excess of $2.8 million in fees, including fees incurred in negotiating with the Company over advancement. The Company disputed its obligation to pay the amount in full. In November 2016, the Company and Mr. Shkreli entered into a binding term sheet with respect to a settlement under which the significant majority of the existing legal fees related to these proceedings that Mr. Shkreli claimed should be advanced would be offset and satisfied by the $2.025 million judgment against Mr. Shkreli in the Donoghue v. Retrophin, Inc. case described above. The Company would also advance $0.4 million in legal fees to Mr. Shkreli’s counsel, a portion of which represented additional legal fees related to these proceedings that Mr. Shkreli claims should be advanced. In accordance with the Term Sheet, the Donoghue settlement was offset, and the Company paid the $0.4 million to Mr. Shkreli's counsel. The legal fees the Company has advanced will be subject to reimbursement by Mr. Shkreli under Delaware law in the event it is ultimately determined that Mr. Shkreli is not entitled to be indemnified by the Company in these proceedings.

The Company will also be subject to additional obligations when the litigation resumes, as well as advancement obligations in the interim.

Through December 31, 2016, the Company has expensed $5.2 million and paid $2.2 million under the settlement and subsequently received $0.7 million in reimbursement from directors’ and officers’ insurance carriers. Both the settlement and the reimbursement are recorded in selling, general and administrative expenses within the Consolidated Statement of Operations and Comprehensive Income. The Company expects to receive additional payment from its insurance carriers for a portion of the legal fees advanced, however the Company has not yet recorded any amounts for such payments as the amount it will receive from the insurance carriers is not currently estimable.

From time to time the Company is involved in legal proceedings arising in the ordinary course of business. The Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on its results of operations or financial condition.

STOCKHOLDERS’ EQUITY / DEFICIT

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

STOCKHOLDERS’ EQUITY / DEFICIT

Common Stock

The Company is currently authorized to issue up to 100,000,000 shares of $0.0001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.

Preferred Stock

The Company is currently authorized to issue up to 20,000,000 shares of $0.001 par value preferred stock, of which 1,000 shares are designated Class "A" Preferred shares, $0.001 par value. Class A Preferred Shares are not entitled to interest, have certain liquidation preferences, special voting rights and other provisions. No preferred stock has been issued to date.

Public Offering - 2015

On March 24, 2015, the Company completed a public offering of 7,866,000 shares of common stock at a price of $19.00 per share. The Company received net proceeds from the offering of $140.0 million after deducting underwriting fees and other offering costs of $9.5 million. The shares of common stock were offered by the Company pursuant to a shelf registration statement that was declared effective by the SEC on March 13, 2015.

2014 Incentive Compensation Plan

On May 9, 2014, the Company’s stockholders approved the 2014 Incentive Compensation Plan (the "Plan"). The Plan authorizes the granting of stock options, stock appreciation rights, restricted stock and restricted stock units, deferred stock, performance units and annual incentive awards covering up to 3.0 million shares of the Company’s common stock. In a special shareholder meeting held February 3, 2015, the Company’s shareholders ratified an incremental 1,928,000 shares of common stock and 230,000 restricted shares of common stock for issuance under the Plan. These shares were granted to employees between February 24, 2014 and August 18, 2014.

2015 Equity Incentive Plan

On June 8, 2015, the Company's stockholders approved the 2015 Equity Incentive Plan (the "2015 Plan"). The 2015 Plan is intended as the successor to and continuation of the Plan. Stockholders approved 1.4 million new shares to be issued under the 2015 Plan, in addition to 0.6 million unallocated shares remaining available for issuance under the Plan that were added to the 2015 Plan.

On May 18, 2016, the Company's stockholders approved an amendment to the 2015 Equity Incentive Plan (the "Amended 2015 Plan"). The amendment provides for an additional 1.6 million new shares to be issued under the Amended 2015 Plan, in addition to 0.7 million unallocated shares remaining available for issuance. The amendment also includes a provision where on or after March 21, 2016, the number of shares available for issuance under the Amended 2015 Plan will be reduced by one share for each share subject to a stock option or stock appreciation right and by 2.0 shares for each share subject to any other type of stock award issued pursuant to the Amended 2015 Plan, and any such shares will return to the share reserve at the same rates upon cancellation or other forfeiture of such awards or shares.

Stock Options

The fair values of stock option grants during the year ended December 31, 2016, 2015 and 2014 were calculated on the date of grant using the Black-Scholes option pricing model, except for options granted for market and revenue performance criteria. Compensation expense is recognized over the period of service, generally the vesting period. During the year ended December 31, 2016, 1,687,250 stock options were granted by the Company. The following weighted average assumptions were used in the Black-Scholes options pricing model to estimate the fair value of stock options for the specified reporting periods:



	Twelve Months Ended December 31,
	2016		2015		2014
Risk free rate	1.20	%	1.53	%	1.55	%
Expected volatility	68	%	83	%	85	%
Expected life (in years)	5.8		5.8		5.8
Expected dividend yield	—		—		—

The risk-free interest rate was based on rates established by the Federal Reserve. The Company’s expected volatility was based on analysis of the Company’s volatility, as well as the volatilities of guideline companies. The expected life of the Company’s options was determined using the simplified method as a result of limited historical data regarding the Company’s activity. The dividend yield is based upon the fact that the Company has not historically paid dividends, and does not expect to pay dividends in the foreseeable future.

The following table summarizes our stock option activity and related information for the year ended December 31, 2016:



			Weighted Average
	Shares Underlying Options		Exercise Price		Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Exercisable at December 31, 2015	2,036,906		$	12.55	8.34	$	15,582
Outstanding at December 31, 2015	5,665,584		$	17.05	8.75	$	31,542
Granted	1,687,250		$	16.73	—	—
Forfeited and expired	(541,416	)	22.19		—	—
Exercised	(380,848	)	10.55		—	2,873
Outstanding at December 31, 2016	6,430,570		$	16.91	7.64	$	30,088
Exercisable at December 31, 2016	3,793,017		$	14.94	6.82	$	23,358

The following table summarizes our stock option activity and related information for the year ended December 31, 2015:



			Weighted Average
	Shares Underlying Options		Exercise Price		Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Exercisable at December 31, 2014	1,225,833		$	9.73	7.96	$	3,395
Outstanding at December 31, 2014	4,892,208		$	10.93	8.57	$	8,353
Granted	2,285,000		$	27.15	—	—
Forfeited and expired	(970,170	)	14.91		—	—
Exercised	(541,454	)	13.10		—	7,230
Outstanding at December 31, 2015	5,665,584		$	17.05	8.75	$	31,542
Exercisable at December 31, 2015	2,036,906		$	12.55	8.34	$	15,582

The following table summarizes our stock option activity and related information for the year ended December 31, 2014:



			Weighted Average
	Shares Underlying Options		Exercise Price		Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Exercisable at December 31, 2013	172,667		$	7.85	9.86	$	14,333
Outstanding at December 31, 2013	1,721,000		$	7.66	9.89	$	172,000
Granted	4,168,000		$	12.11	—	—
Forfeited and expired	(977,625	)	10.27		—	—
Exercised	(19,167	)	5.16		—	—
Outstanding at December 31, 2014	4,892,208		$	10.93	8.57	$	8,353
Exercisable at December 31, 2014	1,225,833		$	9.73	7.96	$	3,395

The weighted average grant date fair value of options granted was $10.09, $19.02, and $8.56 during the years ended December 31, 2016, 2015 and 2014, respectively. The aggregate intrinsic value for outstanding options is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock as of December 31, 2016 of $18.93. Unrecognized compensation cost associated with unvested stock options amounts to $32.2 million as of December 31, 2016, which will be expensed over a weighted average remaining vesting period of 1.8 years.

Restricted Shares

As of December 31, 2016, there was approximately $4.4 million of unrecognized compensation cost related to restricted shares granted. This amount is expected to be recognized over a weighted average period of 1 year.

The following table summarizes our restricted stock award activity for the year ended December 31, 2016:



	Number of shares		Weighted Average Grant Date Fair Value
Unvested December 31, 2014	691,668		$	10.83
Granted	273,000		26.97
Vested	(478,334	)	11.56
Forfeited/cancelled	(56,668	)	13.97
Unvested December 31, 2015	429,666		20.38
Granted	245,000		17.52
Vested	(161,335	)	16.76
Forfeited/cancelled	(105,585	)	21.19
Unvested December 31, 2016	407,746		$	19.88

Share Based Compensation

Total non-cash stock-based compensation expense consisted of the following for the years ended December 31, 2016, 2015 and 2014 (in thousands):



	Twelve Months Ended December 31,
	2016		2015		2014
Selling, general and administrative expenses	$	18,614	$	16,483	$	10,940
Research and development expenses	10,488		9,417		4,960
Total	$	29,102	$	25,900	$	15,900

Exercise of Warrants

During the twelve months ended December 31, 2016, the Company issued 898,633 shares of common stock upon the exercise of warrants for cash received by the Company in the amount of $6.0 million. The Company reclassified $14.7 million derivative liability as equity for the value of these warrants on the date of exercise. The warrants were revalued immediately prior to exercise and the change in the fair value of $2.9 million was recorded as other expense in the Consolidated Financial Statements of the Company.

During the twelve months ended December 31, 2015, the Company issued 870,306 shares of common stock upon the exercise of warrants for cash received by the Company in the amount of $4.5 million. The Company reclassified $23.5 million derivative liability as equity for the value of these warrants on the date of exercise. The warrants were revalued immediately prior to exercise and the change in the fair value of $2.8 million was recorded as other expense in the Consolidated Financial Statements of the Company.

During the twelve months ended December 31, 2014, the Company issued 1,947,377 shares of common stock upon the exercise of warrants for cash received by the Company in the amount of $8.4 million. The Company reclassified $23.4 million derivative liability as equity for the value of these warrants on the date of exercise. The warrants were revalued immediately prior to exercise and the change in the fair value of the warrants was recorded as other expense in the Consolidated Financial Statements of the Company.

Treasury Stock

In the fourth quarter of 2013, the Company repurchased 130,790 shares of its common stock for an aggregate purchase price of $957,272. The Company currently recognizes such repurchased common stock as treasury stock.

During the year ended December 31, 2014, the Company repurchased 248,801 shares of its common stock for an aggregate purchase price of $2.3 million. The Company recognizes repurchased common stock as treasury stock.

In March 2015 the Company retired 379,591 shares of its common stock held as treasury stock. This was the entire holding of treasury stock. No shares were repurchased during the year.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

+ Details

EARNINGS (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share (“EPS”) represents net income (loss) attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period. Diluted EPS represents net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period using the treasury stock method.

Basic and diluted EPS is calculated as follows (net income amounts are stated in thousands):



	For the year ended December 31,
	2016							2015					2014
	Shares	Net Income			EPS			Shares	Net Income		EPS		Shares	Net Income			EPS
Basic Earnings per Share	36,997,865	$	(47,903	)	$	(1.29	)	33,560,249	$	117,237	$	3.49	25,057,509	$	(110,938	)	$	(4.43	)
Dilutive shares related to warrants	1,290,147	—						—	—				—	—
Change in fair value of derivative instruments	—	(1,655		)				—	—				—	—
Convertible Debt	—	—						2,642,160	1,881				—	—
Restricted Stock	—	—						290,966	—				—	—
Stock Options	—	—						1,088,064	—				—	—
Dilutive Earnings per Share	38,288,012	$	(49,558	)	$	(1.29	)	37,581,439	$	119,118	$	3.17	25,057,509	$	(110,938	)	$	(4.43	)

For the years ended December 31, 2016, 2015 and 2014, the following shares were excluded because they were anti-dilutive:



	For the year ended December 31,
	2016	2015	2014
Convertible Debt	2,642,160	—	—
Restricted Stock	444,942	22,069	—
Options	6,286,584	1,049,375	1,132,500
Warrants	—	2,665,548	3,083,855
Total Anti-Dilutive Shares	9,373,686	3,736,992	4,216,355

INCOME TAXES

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

INCOME TAXES

For financial reporting purposes, net income before income taxes includes the following components (in thousands):



	Year Ended December 31,
	2016			2015			2014
United States	$	(52,750	)	$	107,038		$	(112,558	)
Foreign	(4,832		)	(1,571		)	(840		)
Total	$	(57,582	)	$	105,467		$	(113,398	)

The components of the provision (benefit) for income taxes, in the Consolidated Statement of Operations are as follows (in thousands):



	2016			2015			2014
Current
Federal	$	13,137		$	2,094		$	—
State	(155		)	1,709			—
	12,982			3,803			—
Deferred
Federal	(18,814		)	(8,296		)	(1,886		)
State	(3,847		)	(7,277		)	(574		)
	(22,661		)	(15,573		)	(2,460		)
Total tax benefit	$	(9,679	)	$	(11,770	)	$	(2,460	)

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate expressed as a percentage of income (loss) before income taxes:



	2016		2015		2014
Statutory rate - federal	(35.00	)%	35.00	%	(35.00	)%
State taxes, net of federal benefit	(3.16	)%	1.53	%	(6.77	)%
Change in FV of derivative liability (warrants)	1.10	%	10.89	%	7.40	%
Stock Based Compensation	—	%	—	%	5.51	%
Bargain purchase gain	—	%	(16.04	)%	—	%
Other permanent differences	2.05	%	3.68	%	—	%
Tax credits	(1.58	)%	(7.85	)%	—	%
Return to provision adjustments and other true-ups	(1.15	)%	(10.40	)%	—	%
Other	3.09	%	(0.79	)%	—	%
Change in valuation allowance	16.30	%	(27.02	)%	26.63	%
Income tax benefit	(18.35	)%	(11.00	)%	(2.23	)%

The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2016 and 2015 are as follows (in thousands):



	2016			2015
Deferred Tax Assets:
Net operating loss	$	1,832		$	2,870
Research and development tax credits	60			—
Contingent consideration	32,792			21,575
Other accrued expenses	4,621			3,160
Stock based compensation	18,520			9,484
Other	30			—
	57,855			37,089
Deferred Tax Liabilities:
Intangible assets	(34,153		)	(25,124		)
Deferred gain on installment sale	(14,547		)	(29,095		)
Tax basis depreciation less than book depreciation	—			(218		)
	(48,700		)	(54,437		)

Net deferred tax assets (liabilities) before valuation allowance	9,155			(17,348		)
Valuation allowance	(15,580		)	(6,980		)
Total deferred tax liability	$	(6,425	)	$	(24,328	)

The Company has established a partial valuation allowance against its U.S. federal and state deferred tax assets due to the uncertainty surrounding the realization of such assets in future periods. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the scheduled reversal of deferred liabilities and tax planning strategies in making this assessment and evaluates the recoverability of the deferred tax assets as of each reporting date. At such time as it is determined that it is more likely than not that deferred assets are realizable, the valuation allowance will be reduced accordingly and recorded as a tax benefit.

Based on the scheduled reversal of deferred tax liabilities, a portion of the Company's deferred tax liabilities cannot be used as a source of income to support the recoverability of the deferred tax assets. Accordingly, the Company has recorded a net deferred tax liability as of December 31, 2016. The Company has recorded a valuation allowance of $15.6 million as of December 31, 2016 to reflect the estimated amount of deferred tax assets that may not be realized. The Company increased its valuation allowance by $8.6 million for the year ended December 31, 2016.

At December 31, 2016, the Company had available unused U.S. federal net operating loss (“NOL”) carryforwards of $5.2 million and a minimal amount of state NOL carryforwards, all of which are fully offset by a valuation allowance. The U.S. federal NOL carryforwards will expire beginning in 2030. In addition, at December 31, 2016, the Company had federal research and development tax credit carryforwards of $61,000 that begin to expire in 2036 unless utilized. The Company has international subsidiaries whose operations are not material for the year ended December 31, 2016.

The Company accounts for uncertain tax benefits in accordance with the provisions of ASC 740-10 of the Accounting for Uncertainty in Income Taxes. As of December 31, 2016 and 2015 the Company had recorded an indemnification asset with a corresponding liability in the amount of $1.5 million for an uncertain tax position related to the acquisition of Manchester Pharmaceuticals, LLC. The Company is indemnified with respect to the liability.

The Company does not anticipate that the amount of unrecognized tax benefits as of December 31, 2016 will change materially within the following 12 months.

A reconciliation of the Company's unrecognized tax benefits for the years 2016 and 2015 is provided in the following table (in thousands):



	2016			2015
Balance as of January 1:	$	3,324		$	1,500
Increase in current period positions	—			1,424
Decrease in prior period positions	(1,824		)	—
Increase in prior period positions	—			400
Balance as of December 31:	$	1,500		$	3,324

The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. The Company’s income tax returns are open to examination by federal, state and foreign tax authorities, generally for the years ended December 31, 2013 and later. The Company is currently under income tax audit examination for our United States federal income tax return for 2014. At this time, the Company does not anticipate that the conclusion of the audit will have a material effect on the financial statements.

The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision. During the years ended 2016, 2015 and 2014, the Company did not recognize any interest or penalties in its statements of operations and there were no accruals recorded for interest or penalties at December 31, 2016 and 2015.

INVESTIGATIONAL MATTERS	12 Months Ended
INVESTIGATIONAL MATTERS	Dec. 31, 2016
Accounting Changes and Error Corrections [Abstract]
INVESTIGATIONAL MATTERS	INVESTIGATIONAL MATTERS Investigation and Impact on Financial Statements In September 2014, the Company’s board of directors requested that its outside legal counsel conduct an investigation into various matters related to the former Chief Executive Officer of the Company. In January 2015, our board of directors appointed an Oversight Committee to oversee and direct the investigation and make findings and decisions related to the investigation. As a result of the investigation, the Oversight Committee determined that, throughout 2013 and 2014, the former Chief Executive Officer engaged in a series of transactions (the “Prior Transactions”), which involved individuals and entities that had been investors in investment funds previously managed by the former Chief Executive Officer (the “MSMB Entities”), pursuant to which assets of the Company were misappropriated. As a result of the Prior Transactions the financial statements contained in the Company’s Form 10-Q for the three months ended September 30, 2013 (the “2013 Q3 Form 10-Q”), the Company’s Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”) and the Company’s Forms 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 (the “2014 Forms 10-Q”) contained errors related to the reporting of certain consulting agreements entered into as part of the Prior Transactions, the predominant purpose of which appears to have been to settle and release claims against the MSMB Entities or the former Chief Executive Officer personally. On February 19, 2015, our board of directors concluded that as a result of the errors related to such consulting agreements, the financial statements contained in the 2013 Q3 Form 10-Q and the 2013 Form 10-K should no longer be relied upon. Accordingly, the Quarterly Report on Form 10-Q for the quarter ending September 30, 2013 and the Annual Report on Form 10-K for the year ended December 31, 2013 were amended and filed with the SEC in July 2015. Stock Option Accounting The Company held a Special Meeting of Stockholders on February 3, 2015, at which its stockholders voted to approve a proposal ratifying the prior issuance of stock options to purchase 1,928,000 shares of common stock and 230,000 restricted shares of common stock granted to employees between February 24, 2014 and August 18, 2014 (the “Ratified Equity Grants”). The 2014 Forms 10-Q contained errors related to the non-cash compensation expense recognized in connection with the Ratified Equity Grants, because the grant/measurement date of the Ratified Equity Grants for financial accounting purposes did not occur until their ratification in 2015. The Company previously accounted for the Ratified Equity Awards as if a grant/measurement date for financial accounting purposes had occurred upon their issuance date, and recognized compensation expense for such Ratified Equity Awards based on the grant/measurement date value, which is amortized ratably to compensation expense and additional paid-in capital over the applicable service periods. The Company should have accounted for the Ratified Equity Awards as equity grants without a grant/measurement date, which are accounted for as “liability awards”, with compensation expense and an offsetting compensation liability recorded over the term of the award, and the liability award revalued at each reporting period based on changes in the Company’s stock price until it is ratified. The Company believes that the errors in the 2014 Forms 10-Q related to the non-cash compensation expense recognized in connection with the Ratified Equity Grants do not cause the financial statements included within the 2014 Forms 10-Q to be misleading, and therefore such financial statements can still be relied upon. The Company corrected such errors, including any related disclosures, in its 2014 Annual Report on Form 10-K, and restated those quarters in 2015 Form 10-Q filings. On February 27, 2015, the Company received a Public Letter of Reprimand from NASDAQ (the “Letter of Reprimand”), in accordance with Nasdaq Listing Rule 5810(c)(4). The Letter of Reprimand communicates NASDAQ’s belief that the interests of the Company’s shareholders were not materially adversely affected by the matters described above, and while not having been cured, the violation described above was remediated to the extent possible. Accordingly, NASDAQ does not believe that the delisting of the Company’s securities is an appropriate sanction, but rather, the circumstances warranted the issuance of the Letter of Reprimand. The issuance of the Letter of Reprimand completed NASDAQ’s review of the matters described above.

SEVERANCE AGREEMENTS	12 Months Ended
SEVERANCE AGREEMENTS	Dec. 31, 2016
Severance Agreements [Abstract]
SEVERANCE AGREEMENTS	SEVERANCE AGREEEMENTS On September 15, 2014, the Company entered into a separation agreement and release (the “Separation Agreement”) with Marc Panoff, the Company’s Chief Financial Officer, pursuant to which Mr. Panoff’s employment with the Company was terminated effective as of February 28, 2015. Under the terms of the Separation Agreement, Mr. Panoff will be entitled to receive: (i) severance payments equal to six months of his current base salary; (ii) 100% of his target bonus for 2014; (iii) accelerated vesting of 81,333 shares of restricted common stock of the Company; and (iv) benefits under the Company’s benefit plans, subject to the terms of each such plan. In conjunction with the Separation Agreement, the Company had initially recorded and accrued $0.1 million of severance expense through September 30, 2014 in connection with Mr. Panoff’s severance which was to be expensed ratably over the service period from September 15, 2014 through February 28, 2015. During the 4^th quarter of 2014, the Company determined that Mr. Panoff’s service to the Company was substantially completed prior to December 31, 2014 and as a result recorded the remaining unamortized severance expense related to his separation agreement of $1.1 million in the 4^th quarter of fiscal 2014 in selling, general and administrative in the Consolidated Statements of Operations. Mr. Panoff’s target bonus which was included as part of his severance agreement was recognized ratably over the course of the fiscal year ended December 31, 2014. On October 13, 2014, Martin Shkreli resigned as a member of the Board and as an employee of the Company, and from any and all other positions that he held with the Company. On October 13, 2014, the Company entered into a resignation letter with Mr. Shkreli (“Separation Agreement”). As part of Mr. Shkreli’s Separation Agreement, Mr. Shkreli received cash severance, unpaid bonus and health insurance coverage, 12 months of continued vesting of time based stock options and no vesting of performance based stock options. Pursuant to the Separation Agreement, Mr. Shkreli’s market and performance based stock options were forfeited. As a result, the Company recorded compensation expense in the amount of $0.5 million relating to Mr. Shkreli’s cash severance, unpaid bonus and health insurance coverage and compensation expense of $1.1 million related to the accelerated vesting of Mr. Shkreli’s time based stock options. On October 13, 2014, the Company signed a Letter of Intent for the terms for the sale of the Company’s Vecamyl, Syntocinon and ketamine licenses and assets to Turing Pharmaceuticals AG (“Turing Pharmaceuticals”), which includes an up-front payment to the Company of $3.0 million and the assumption of certain liabilities including license fees and royalties (the “Sale Transaction”). Martin Shkreli, the Company’s former Chief Executive Officer and Director, is the Chief Executive Officer of Turing Pharmaceuticals. The closing of the Sale Transaction was subject to various conditions, including the negotiation and execution of a binding definitive agreement between the Company and Turing Pharmaceuticals and the receipt of necessary third party consents. In connection with the Letter of Intent with Martin Shkreli, the Company recorded severance expense and accrued severance expense of $2.9 million as of and for the year ended December 31, 2014 which is the difference between of the net book value of the assets to be sold, the $3.0 million expected upfront payment, and $3.0 million of liabilities expected to be assumed. As both transactions were contemplated simultaneously, they were both considered in calculating the respective severance expense related to Mr. Shkreli’s termination. The full amount of the severance was recorded as of September 30, 2014 as that was the date that the Board replaced Martin Shkreli as Chief Executive Officer of the Company until a formal separation agreement could be finalized. As of September 30, 2014, it was deemed to be probable and estimable that Mr. Shkreli would enter into a separation agreement that would entitle him to severance benefits. Therefore the estimated severance that was booked as of the end of the third quarter is based on the best estimate currently available and the full severance amount was recorded as of September 30, 2014 as Mr. Shkreli was not required to perform any future service for the Company. For the year ended December 31, 2014, the Company recorded a total of $4.5 million severance expense in connection with Mr. Shkreli’s Separation Agreement which was recorded in selling, general and administrative expenses in the Consolidated Statements of Operations. On January 9, 2015, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Turing Pharmaceuticals pursuant to which the Company sold Turing Pharmaceuticals its ketamine licenses and assets (the “Ketamine Assets”) for a purchase price of $1.0 million. Turing Pharmaceuticals also assumed all future liabilities related to the Ketamine Assets. On February 13, 2015, the Company, its wholly-owned subsidiary Manchester and its other wholly-owned subsidiary Retrophin Therapeutics International, LLC (collectively, the “Sellers”), entered into a Purchase Agreement with Waldun, pursuant to which the Sellers sold Waldun their product rights to mecamylamine hydrochloride (also referred to as Vecamyl) (the “Vecamyl Product Rights”) for a purchase price of $0.7 million. Waldun in turn sold the Vecamyl Product Rights to Turing Pharmaceuticals. In connection therewith, on February 13, 2015, the Company and Manchester entered into an Asset Purchase Agreement with Turing Pharmaceuticals, pursuant to which the Company and Manchester sold Turing Pharmaceuticals their Vecamyl inventory for a purchase price of $0.3 million. Turing Pharmaceuticals also assumed certain liabilities related to the Vecamyl Product Rights and inventory. Additionally, on February 13, 2015, the Company entered into an Asset Purchase Agreement with Turing Pharmaceuticals pursuant to which the Company sold Turing Pharmaceuticals its Syntocinon licenses and assets, including related inventory, for a purchase price of $1.1 million. Turing Pharmaceuticals also assumed certain liabilities related to the Syntocinon licenses and assets.

RETIREMENT PLAN	12 Months Ended
RETIREMENT PLAN	Dec. 31, 2016
Compensation and Retirement Disclosure [Abstract]
Retirement Plan	RETIREMENT PLAN The Company has a 401(k) defined contribution savings plan for the benefit of all eligible employees. Employer matching contributions were $0.5 million for the year ended December 31, 2016. There were no employer contributions for the years ended December 31, 2015 and 2014.

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table presents selected consolidated statements of operations data for each quarter for the fiscal years ended December 31, 2016 and 2015 (unaudited, in thousands, except for per share data):



	Fourth Quarter			Third Quarter				Second Quarter			First Quarter
For the year ended December 31, 2016:
Net product sales	$	37,327		$	33,945			$	33,311		$	29,008
Total operating expenses	55,549			54,317				44,690			37,249
Operating loss	(18,222		)	(20,372		)		(11,379		)	(8,241		)
Total other income (expense), net¹	(5,935		)	10,274				9,416			(14,387		)
Income (loss) before provision for income taxes	(12,287		)	(30,646		)		(20,795		)	6,146
Income tax benefit (provision)	3,684			(6,467		)		7,392			5,070
Net income (loss)	$	(8,603	)	$	(37,113	)		$	(13,403	)	$	11,216
Net income (loss) per common share
Basic	$	(0.23	)	$	(1.00	)		$	(0.37	)	$	0.31
Diluted	$	(0.39	)	$	(1.00	)		$	(0.37	)	$	(0.08	)
For the year ended December 31, 2015:
Net product sales	$	30,447		$	28,005			$	24,068		$	17,372
Total operating expenses	45,651			48,501				31,012			25,476
Operating loss	(15,204		)	(20,496		)		(6,944		)	(8,104		)
Total other income (expense), net¹	2,210			164,835			²	(18,568		)	7,738
Income (loss) before provision for income taxes	(12,994		)	144,339				(25,512		)	(366		)
Income tax benefit (provision)	10,525			(38,761		)		(15		)	40,021
Net income (loss)	$	(2,469	)	$	105,578			$	(25,527	)	$	39,655
Net income (loss) per common share
Basic	$	(0.07	)	$	2.95			$	(0.73	)	$	1.46
Diluted	$	(0.14	)	$	1.78			$	(0.73	)	$	1.32

¹The Company has experienced large changes in its stock price which directly effects the fair value of derivative instruments issued by the Company. These changes in fair value are charged to other income (expense) which correspondingly incurs larges variance from period to period. See Note 5 and 6 to the Consolidated Financial Statements for further discussion.

²On July 2, 2015, the Company sold and transferred the Pediatric PRV to Sanofi for $245.0 million. The gain from the sale of the asset was approximately $140.0 million . See Note 3 to the Consolidated Financial Statements for further details.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Principles of Consolidation

Use of Estimates

Revenue Recognition

The Company sells Kolbam internationally, and these revenues are immaterial when taken in consideration of the financial statements as a whole.

Deductions from Revenue

Research and Development Costs

Employee Stock-Based Compensation



	Vesting Term
Stock Options	1 to 3 years
Restricted Stock Units	1 to 3 years

Earnings (Loss) Per Share

Cash and Cash Equivalents

Marketable Securities

Trade and Notes Receivable

Trade Receivables, Net

Notes Receivable

Inventories and Related Reserves

Property and Equipment, net

The major classifications of property and equipment, including their respective expected useful lives, consists of the following:



Computer equipment	3 years
Furniture and fixtures	7 years
Leasehold improvements	Shorter of length of lease or life of the asset

Intangible Assets, Net

Goodwill

Impairment of Long-Lived Assets

Contingent Consideration and Fair Value Measurement

Contingent Consideration

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Income Taxes

Reclassifications

Certain reclassifications have been made to the prior year financial statements in order to conform to the current year’s presentation.

Patents

Derivative Instruments, Warrants

Derivative Financial Instruments, Warrants

Treasury Stock

The Company records treasury stock at the cost to acquire it and includes treasury stock as a component of stockholders’ equity until it is retired.

Recently Issued Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Schedule of Vesting Award Terms



	Vesting Term
Stock Options	1 to 3 years
Restricted Stock Units	1 to 3 years

Schedule of inventory, net of reserve

Inventory, net of reserve, consisted of the following at December 31, 2016 and 2015 (in thousands):



	December 31, 2016		December 31, 2015
Raw material	$	1,336	$	289
Finished goods	1,490		2,247
Total inventory	$	2,826	$	2,536

Schedule of major classifications of property, equipment and software, including their respective expected useful lives

The major classifications of property and equipment, including their respective expected useful lives, consists of the following:



Computer equipment	3 years
Furniture and fixtures	7 years
Leasehold improvements	Shorter of length of lease or life of the asset

BUSINESS COMBINATION AND DIVESTITURE OF ASSETS (Tables)

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Schedule of purchase price allocation

The purchase price allocation of $73.2 million as of the Manchester Closing Date was as follows (in thousands):



Cash paid upon consummation, net	$	29,150
Secured promissory note	31,283
Fair value of business combination-related contingent consideration	12,800
Total purchase price	$	73,233

Prepaid expenses	$	116
Inventory	517
Product rights	71,372
Trade names	175
Customer relationship	403
Goodwill	936
Other asset	1,522
Accounts payable and accrued expenses	(286		)
Other liability	(1,522		)
Total allocation of purchase price consideration	$	73,233

The purchase price allocation of $25.5 million as of the acquisition completion date of June 16, 2016 is as follows (in thousands):



Cash paid upon consummation	$	500
Present value of contingent consideration	25,000
Total purchase price	$	25,500
Fair Value of Assets Acquired and Liabilities Assumed
Acquired product rights: L-UDCA (intangible asset)	$	25,500
Total purchase price	$	25,500

The purchase price allocation of $73.2 million as of the Manchester Closing Date was as follows (in thousands):



Cash paid upon consummation, net	$	29,150
Secured promissory note	31,283
Fair value of business combination-related contingent consideration	12,800
Total purchase price	$	73,233

Prepaid expenses	$	116
Inventory	517
Product rights	71,372
Trade names	175
Customer relationship	403
Goodwill	936
Other asset	1,522
Accounts payable and accrued expenses	(286		)
Other liability	(1,522		)
Total allocation of purchase price consideration	$	73,233

The purchase price allocation of $91.3 million as of the acquisition completion date of March 31, 2015 is as follows (in thousands):



Cash paid upon consummation	$	33,430
Present value of contingent consideration and service fees	42,010
Fair Value of 661,279 shares issued to Asklepion	15,844
Total Purchase Price	$	91,284
Fair Value of Assets Acquired and Liabilities Assumed
Acquired product rights-Cholbam (Intangible Asset)	$	83,200
Pediatric Priority Review Voucher	96,250
Inventory	777
Deferred tax liability	(39,880		)
Total Allocation of Purchase Price	140,347
Bargain Purchase Gain	(49,063		)
Total Purchase Price	$	91,284

MARKETABLE SECURITIES (Tables)

12 Months Ended

Dec. 31, 2016

Investments, Debt and Equity Securities [Abstract]

Schedule of marketable securities

Marketable securities consist of the following (in thousands):



	As of December 31,
	2016		2015
Marketable Securities:
Commercial paper	30,303		31,864
Corporate debt securities	134,570		125,547
Securities of government sponsored entities	49,998		34,388
Total Marketable Securities:	$	214,871	$	191,799

Schedule of available for sale securities

The following is a summary of short-term marketable securities classified as available-for-sale as of December 31, 2016 (in thousands):



	Contractual Maturity (in years)	Amortized Cost		Unrealized Gains		Unrealized Losses			Aggregate Estimated Fair Value
Marketable Securities:
Commercial paper	Less than 1	$	30,330	$	—	$	(27	)	$	30,303
Corporate debt securities	Less than 1	64,794		7		(91		)	64,710
Securities of government-sponsored entities	Less than 1	19,500		—		(10		)	19,490
Total maturity less than 1 year		114,624		7		(128		)	114,503
Corporate debt securities	1 to 2	70,207		—		(347		)	69,860
Securities of government-sponsored entities	1 to 2	30,583		—		(75		)	30,508
Total maturity 1 to 2 years		100,790		—		(422		)	100,368
Total available-for-sale securities		$	215,414	$	7	$	(550	)	$	214,871

The following is a summary of short-term marketable securities classified as available-for-sale as of December 31, 2015 (in thousands):



	Contractual Maturity (in years)	Amortized Cost		Unrealized Gains		Unrealized Losses			Aggregate Estimated Fair Value
Marketable Securities:
Commercial paper	Less than 1	$	31,899	$	6	$	(41	)	$	31,864
Corporate debt securities	Less than 1	43,464		—		(78		)	43,386
Total maturity less than 1 year		75,363		6		(119		)	75,250
Corporate debt securities	1 to 2	82,557		—		(396		)	82,161
Securities of government-sponsored entities	1 to 2	34,522		2		(136		)	34,388
Total maturity 1 to 2 years		117,079		2		(532		)	116,549
Total available-for-sale securities		$	192,442	$	8	$	(651	)	$	191,799

- Definition

Tabular disclosure of available-for-sale securities which includes, but is not limited to, changes in the cost basis and fair value, fair value and gross unrealized gain (loss), fair values by type of security, contractual maturity and classification, amortized cost basis, contracts to acquire securities to be accounted for as available-for-sale, debt maturities, transfers to trading, change in net unrealized holding gain (loss) net of tax, continuous unrealized loss position fair value, aggregate losses qualitative disclosures, other than temporary impairment (OTTI) losses or other disclosures related to available for sale securities.

+ References + Details

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of assumptions for valuation of warrants

The Company calculated the fair value of the warrants using the Monte Carlo Simulation as of December 31, 2016 and 2015, using the following assumptions:



	As of
	December 31, 2016		December 31, 2015
Fair value of common stock	$	18.93	$	19.29
Remaining Life (in years) of the Warrants	1.2 - 3.0 years		2.1 – 4.0 years
Risk-free interest rate	.89 - 1.48%		1.11 – 1.59%
Expected volatility	55 - 75%		75 – 85%
Dividend yield	—		—

The Company calculated the fair value of the warrants using the Monte Carlo Simulation utilizing the following assumptions as of the grant date of the warrants:



Risk free rate	1.39		%
Expected volatility	85		%
Expected life (in years), represents the weighted average period until next liquidity event	0.3
Expected dividend yield	—
Exercise Price	$	13.25

The Company calculated the fair value of the warrants using the Binomial Lattice pricing model using the following assumptions as of the grant date of the Warrants:



Risk free rate	1.62		%
Expected volatility	85		%
Expected life (in years), represents the weighted average period until next liquidity event	0.36
Expected dividend yield	—
Exercise Price	$	12.76

Schedule of derivative warrant issuances and balances outstanding

The following tables presents the Company’s derivative warrant issuances and balances outstanding during the years ended December 31, 2016 and 2015:



		Weighted Average
	Warrants	Exercise Price		Grant Date Fair Value
Outstanding at December 31, 2014	3,421,355	$	6.43	$	3.79
Issued	125,000	13.25		8.40
Canceled	—	—		—
Exercised	880,807	5.35		3.23
Outstanding at December 31, 2015	2,665,548	$	7.05	$	4.20
Issued	—	—		—
Canceled	—	—		—
Exercised	898,643	6.68		4.85
Outstanding at December 31, 2016	1,766,905	$	7.23	$	3.87

Schedule of derivative warrants outstanding

The following information applies to derivative warrants outstanding at December 31, 2016:



Exercise Price		Number of Warrants	Weighted Average Remaining Contractual Life (years)	Number Exercisable
$	3.60	168,336	1.12	168,336
$	6.00	1,219,402	1.62	1,219,402
$	12.76	337,500	2.49	337,500
$	13.25	41,667	3.03	41,667

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Schedule of fair value on a recurring basis



	As of December, 2016		Fair Value Hierarchy at December 31, 2016
	Total carrying and estimated fair value		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Asset:
Cash and Cash Equivalents	$	41,002	$	39,929	$	1,073	$	—
Marketable securities, available-for-sale	214,871		—		214,871		—
Total	$	255,873	$	39,929	$	215,944	$	—
Liabilities:
Derivative liability related to warrants	$	22,440	$	—	$	—	$	22,440
Business combination-related contingent consideration	87,478		—		—		87,478
Total	$	109,918	$	—	$	—	$	109,918



	As of December, 2015		Fair Value Hierarchy at December 31, 2015
	Total carrying and estimated fair value		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Asset:
Cash and Cash Equivalents	$	37,805	$	31,055	$	6,750	$	—
Marketable securities, available-for-sale	191,799		—		191,799		—
Total	$	229,604	$	31,055	$	198,549	$	—
Liabilities:
Derivative liability related to warrants	$	38,810	$	—	$	—	$	38,810
Business combination-related contingent consideration	59,021		—		—		59,021
Total	$	97,831	$	—	$	—	$	97,831

Schedule of fair value measurements of common stock warrants using significant unobservable inputs (Level 3)

The following table sets forth a summary of changes in the estimated fair value of the Company’s Level 3 derivative liability for years ended December 31, 2016 and 2015 (in thousands):



	Fair Value Measurements of Common Stock Warrants Using Significant Unobservable Inputs (Level 3)
	2016			2015
Balance at January 1,	$	38,810		$	27,990
Issuance of common stock warrants	—			1,050
Reclassification of derivative liability to equity upon exercise of warrants	(14,715		)	(23,537		)
Change in estimated fair value of liability classified warrants	(1,655		)	33,307
Balance at December 31,	$	22,440		$	38,810

Schedule of fair value measurements of acquisition-related contingent consideration



	Fair Value Measurements of Acquisition-Related Contingent Consideration (Level 3)
	2016			2015
Balance at January 1,	$	59,021		$	11,637
Present value of contingent consideration upon acquisition related to a business combination	25,000			39,107
Increase from revaluation of contingent consideration	18,383			13,778
Decrease of contingent consideration, asset divestiture	—			(604		)
Contractual Payments	(12,826		)	(3,938		)
Contractual Payments accrued at December 31	(1,988		)	(959		)
Foreign currency impact	(112		)	—
Balance at December 31,	$	87,478		$	59,021

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of amortizable intangible assets

Amortizable intangible assets as of December 31, 2016 (in thousands):



	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Chenodal Product Rights	16	$	67,849	$	(11,738	)	$	56,111
Thiola License	10	35,339		(5,818		)	29,521
Economic Interest - U.S. revenue Cholbam	10	75,900		(13,320		)	62,580
Economic Interest - International revenue Cholbam	10	7,074		(1,241		)	5,833
Economic Interest - L-UDCA (acquired IPR&D)	Indefinite	25,500		—			25,500
Ligand License	11	3,300		(1,093		)	2,207
Manchester Customer Relationships	10	403		(112		)	291
Manchester Trade Name	1	175		(175		)	—
Total		$	215,540	$	(33,497	)	$	182,043

Amortizable intangible assets as of December 31, 2015 (in thousands):



	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Chenodal Product Rights	16	$	67,849	$	(7,489	)	$	60,360
Thiola License	10	24,133		(2,793		)	21,340
Economic Interest - U.S. revenue Cholbam	10	75,900		(5,715		)	70,185
Economic Interest - International revenue Cholbam	10	7,336		(552		)	6,784
Ligand License	11	3,300		(765		)	2,535
Manchester Customer Relationships	10	403		(71		)	332
Manchester Trade Name	1	175		(175		)	—
Total		$	179,096	$	(17,560	)	$	161,536

Schedule of amortization expense for the next 5 years

As of December 31, 2016, amortization expense (excluding infinite lived IPR&D) for the next five years is expected to be as follows (in thousands):



2017	$	16,879
2018	16,879
2019	16,879
2020	16,879
2021	16,879
Thereafter	72,148
Total	$	156,543

The following table summarizes amortization expense for the twelve months ended December 31, 2016, 2015 and 2014 (in thousands):



	2016		2015		2014
Research and development	$	328	$	697	$	823
Selling, general and administrative	15,665		12,534		4,455
Total amortization expense	$	15,993	$	13,231	$	5,278

ACCRUED EXPENSES (Tables)

12 Months Ended

Dec. 31, 2016

Payables and Accruals [Abstract]

Schedule of accrued expenses

Accrued expenses consist of the following at December 31, 2016 and 2015 (in thousands):



	2016		2015
Compensation related costs	$	7,441	$	7,143
Research and development	7,311		4,281
Government rebate reserves	6,967		3,158
Selling, general and administrative	3,333		3,586
Royalty/contingent consideration	5,766		4,688
Miscellaneous	2,490		964
	$	33,308	$	23,820

NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Schedule of net carrying amount of debt

The net carrying amount of the Notes consists of the following (in thousands):



	December 31,
	2016			2015
Aggregate principle amount of Notes	$	46,000		$	46,000
Unamortized debt discount and debt issuance costs	(1,578		)	(2,234		)
	$	44,422		$	43,766

Schedule of fair value of warrants

The Company calculated the fair value of the warrants using the Binomial Lattice pricing model using the following assumptions as of the grant date of the Warrants:



Risk free rate	1.62		%
Expected volatility	85		%
Expected life (in years), represents the weighted average period until next liquidity event	0.36
Expected dividend yield	—
Exercise Price	$	12.76

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=34725769&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

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

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

+ Details

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease and Sublease Agreements

Leases and Sublease Agreements



Facilities	Base Rent	Lease Expiration	Comments
Occupied Locations
Corporate Headquarters San Diego CA	$1.1 million	July 2024	Occupied in December 2016
Cambridge MA		October 2017	Subleased space for less than one year
Vacated Locations
San Diego CA	0.5	December 2017	Available for sublease
New York NY	0.5	November 2018	Available for sublease
Carlsbad CA		June 2017	Sublet through expiration

Contractual Commitments

Schedule of principal contractual commitments, excluding open orders

The following table summarizes our principal contractual commitments, excluding open orders that support normal operations, as of December 31, 2016 (in thousands):



	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating leases	$	10,861	$	2,052	$	2,870	$	2,491	$	3,448
Note payable, including contractual interest	66,003		4,070		52,933		4,000		5,000
Sales support services	3,054		416		833		833		972
Product supply contracts	1,994		1,515		479		—		—
Purchase order commitments	2,741		2,591		150		—		—
	$	84,653	$	10,644	$	57,265	$	7,324	$	9,420

STOCKHOLDERS’ EQUITY / DEFICIT (Tables)

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Assumptions used in Black-Scholes options pricing model

The following weighted average assumptions were used in the Black-Scholes options pricing model to estimate the fair value of stock options for the specified reporting periods:



	Twelve Months Ended December 31,
	2016		2015		2014
Risk free rate	1.20	%	1.53	%	1.55	%
Expected volatility	68	%	83	%	85	%
Expected life (in years)	5.8		5.8		5.8
Expected dividend yield	—		—		—

Schedule of stock option activity

The following table summarizes our stock option activity and related information for the year ended December 31, 2016:



			Weighted Average
	Shares Underlying Options		Exercise Price		Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Exercisable at December 31, 2015	2,036,906		$	12.55	8.34	$	15,582
Outstanding at December 31, 2015	5,665,584		$	17.05	8.75	$	31,542
Granted	1,687,250		$	16.73	—	—
Forfeited and expired	(541,416	)	22.19		—	—
Exercised	(380,848	)	10.55		—	2,873
Outstanding at December 31, 2016	6,430,570		$	16.91	7.64	$	30,088
Exercisable at December 31, 2016	3,793,017		$	14.94	6.82	$	23,358

The following table summarizes our stock option activity and related information for the year ended December 31, 2015:



			Weighted Average
	Shares Underlying Options		Exercise Price		Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Exercisable at December 31, 2014	1,225,833		$	9.73	7.96	$	3,395
Outstanding at December 31, 2014	4,892,208		$	10.93	8.57	$	8,353
Granted	2,285,000		$	27.15	—	—
Forfeited and expired	(970,170	)	14.91		—	—
Exercised	(541,454	)	13.10		—	7,230
Outstanding at December 31, 2015	5,665,584		$	17.05	8.75	$	31,542
Exercisable at December 31, 2015	2,036,906		$	12.55	8.34	$	15,582

The following table summarizes our stock option activity and related information for the year ended December 31, 2014:



			Weighted Average
	Shares Underlying Options		Exercise Price		Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Exercisable at December 31, 2013	172,667		$	7.85	9.86	$	14,333
Outstanding at December 31, 2013	1,721,000		$	7.66	9.89	$	172,000
Granted	4,168,000		$	12.11	—	—
Forfeited and expired	(977,625	)	10.27		—	—
Exercised	(19,167	)	5.16		—	—
Outstanding at December 31, 2014	4,892,208		$	10.93	8.57	$	8,353
Exercisable at December 31, 2014	1,225,833		$	9.73	7.96	$	3,395

Schedule of share based compensation expenses

Total non-cash stock-based compensation expense consisted of the following for the years ended December 31, 2016, 2015 and 2014 (in thousands):



	Twelve Months Ended December 31,
	2016		2015		2014
Selling, general and administrative expenses	$	18,614	$	16,483	$	10,940
Research and development expenses	10,488		9,417		4,960
Total	$	29,102	$	25,900	$	15,900

Schedule of unvested restricted shares



	Number of shares		Weighted Average Grant Date Fair Value
Unvested December 31, 2014	691,668		$	10.83
Granted	273,000		26.97
Vested	(478,334	)	11.56
Forfeited/cancelled	(56,668	)	13.97
Unvested December 31, 2015	429,666		20.38
Granted	245,000		17.52
Vested	(161,335	)	16.76
Forfeited/cancelled	(105,585	)	21.19
Unvested December 31, 2016	407,746		$	19.88

EARNINGS (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Schedule of basic and diluted net loss per share

Basic and diluted EPS is calculated as follows (net income amounts are stated in thousands):



	For the year ended December 31,
	2016							2015					2014
	Shares	Net Income			EPS			Shares	Net Income		EPS		Shares	Net Income			EPS
Basic Earnings per Share	36,997,865	$	(47,903	)	$	(1.29	)	33,560,249	$	117,237	$	3.49	25,057,509	$	(110,938	)	$	(4.43	)
Dilutive shares related to warrants	1,290,147	—						—	—				—	—
Change in fair value of derivative instruments	—	(1,655		)				—	—				—	—
Convertible Debt	—	—						2,642,160	1,881				—	—
Restricted Stock	—	—						290,966	—				—	—
Stock Options	—	—						1,088,064	—				—	—
Dilutive Earnings per Share	38,288,012	$	(49,558	)	$	(1.29	)	37,581,439	$	119,118	$	3.17	25,057,509	$	(110,938	)	$	(4.43	)

Schedule of common stock options, convertible debt and restricted stock units anti-dilutive

For the years ended December 31, 2016, 2015 and 2014, the following shares were excluded because they were anti-dilutive:



	For the year ended December 31,
	2016	2015	2014
Convertible Debt	2,642,160	—	—
Restricted Stock	444,942	22,069	—
Options	6,286,584	1,049,375	1,132,500
Warrants	—	2,665,548	3,083,855
Total Anti-Dilutive Shares	9,373,686	3,736,992	4,216,355

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Schedule of components of net income before incomes taxes

For financial reporting purposes, net income before income taxes includes the following components (in thousands):



	Year Ended December 31,
	2016			2015			2014
United States	$	(52,750	)	$	107,038		$	(112,558	)
Foreign	(4,832		)	(1,571		)	(840		)
Total	$	(57,582	)	$	105,467		$	(113,398	)

Schedule of income tax provision

The components of the provision (benefit) for income taxes, in the Consolidated Statement of Operations are as follows (in thousands):



	2016			2015			2014
Current
Federal	$	13,137		$	2,094		$	—
State	(155		)	1,709			—
	12,982			3,803			—
Deferred
Federal	(18,814		)	(8,296		)	(1,886		)
State	(3,847		)	(7,277		)	(574		)
	(22,661		)	(15,573		)	(2,460		)
Total tax benefit	$	(9,679	)	$	(11,770	)	$	(2,460	)

Schedule of reconciliation of the statutory federal income tax expense (benefit)

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate expressed as a percentage of income (loss) before income taxes:



	2016		2015		2014
Statutory rate - federal	(35.00	)%	35.00	%	(35.00	)%
State taxes, net of federal benefit	(3.16	)%	1.53	%	(6.77	)%
Change in FV of derivative liability (warrants)	1.10	%	10.89	%	7.40	%
Stock Based Compensation	—	%	—	%	5.51	%
Bargain purchase gain	—	%	(16.04	)%	—	%
Other permanent differences	2.05	%	3.68	%	—	%
Tax credits	(1.58	)%	(7.85	)%	—	%
Return to provision adjustments and other true-ups	(1.15	)%	(10.40	)%	—	%
Other	3.09	%	(0.79	)%	—	%
Change in valuation allowance	16.30	%	(27.02	)%	26.63	%
Income tax benefit	(18.35	)%	(11.00	)%	(2.23	)%

Schedule of deferred tax assets and liabilities

The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2016 and 2015 are as follows (in thousands):



	2016			2015
Deferred Tax Assets:
Net operating loss	$	1,832		$	2,870
Research and development tax credits	60			—
Contingent consideration	32,792			21,575
Other accrued expenses	4,621			3,160
Stock based compensation	18,520			9,484
Other	30			—
	57,855			37,089
Deferred Tax Liabilities:
Intangible assets	(34,153		)	(25,124		)
Deferred gain on installment sale	(14,547		)	(29,095		)
Tax basis depreciation less than book depreciation	—			(218		)
	(48,700		)	(54,437		)

Net deferred tax assets (liabilities) before valuation allowance	9,155			(17,348		)
Valuation allowance	(15,580		)	(6,980		)
Total deferred tax liability	$	(6,425	)	$	(24,328	)

Schedule of unrecognized tax benefits

A reconciliation of the Company's unrecognized tax benefits for the years 2016 and 2015 is provided in the following table (in thousands):



	2016			2015
Balance as of January 1:	$	3,324		$	1,500
Increase in current period positions	—			1,424
Decrease in prior period positions	(1,824		)	—
Increase in prior period positions	—			400
Balance as of December 31:	$	1,500		$	3,324

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Schedule of Consolidated Statements of Operations data for each quarter



	Fourth Quarter			Third Quarter				Second Quarter			First Quarter
For the year ended December 31, 2016:
Net product sales	$	37,327		$	33,945			$	33,311		$	29,008
Total operating expenses	55,549			54,317				44,690			37,249
Operating loss	(18,222		)	(20,372		)		(11,379		)	(8,241		)
Total other income (expense), net¹	(5,935		)	10,274				9,416			(14,387		)
Income (loss) before provision for income taxes	(12,287		)	(30,646		)		(20,795		)	6,146
Income tax benefit (provision)	3,684			(6,467		)		7,392			5,070
Net income (loss)	$	(8,603	)	$	(37,113	)		$	(13,403	)	$	11,216
Net income (loss) per common share
Basic	$	(0.23	)	$	(1.00	)		$	(0.37	)	$	0.31
Diluted	$	(0.39	)	$	(1.00	)		$	(0.37	)	$	(0.08	)
For the year ended December 31, 2015:
Net product sales	$	30,447		$	28,005			$	24,068		$	17,372
Total operating expenses	45,651			48,501				31,012			25,476
Operating loss	(15,204		)	(20,496		)		(6,944		)	(8,104		)
Total other income (expense), net¹	2,210			164,835			²	(18,568		)	7,738
Income (loss) before provision for income taxes	(12,994		)	144,339				(25,512		)	(366		)
Income tax benefit (provision)	10,525			(38,761		)		(15		)	40,021
Net income (loss)	$	(2,469	)	$	105,578			$	(25,527	)	$	39,655
Net income (loss) per common share
Basic	$	(0.07	)	$	2.95			$	(0.73	)	$	1.46
Diluted	$	(0.14	)	$	1.78			$	(0.73	)	$	1.32

DESCRIPTION OF BUSINESS - Narrative (Details)	Dec. 31, 2016 product
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of products sold	3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Vesting Awards (Details)	12 Months Ended
	Dec. 31, 2016
Stock Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	1 year
Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	3 years
Restricted Stock Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	1 year
Restricted Stock Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	3 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)		3 Months Ended								12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Jul. 02, 2015 USD ($)	Dec. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2016 USD ($) segment reporting_unit	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Allowance for doubtful accounts		$ 300,000				$ 0				$ 300,000	$ 0
Bad debt expense										200,000	100,000	$ 0
PV of short term receivable		46,849,000				46,849,000				46,849,000	46,849,000
PV of long term receivable		0				45,573,000				0	45,573,000
Inventory reserve		600,000				300,000				$ 600,000	300,000
Number of segments \| segment										1
Number of reporting units \| reporting_unit										1
Goodwill, impairment										$ 0	0	0
Impairment of intangible assets										0	4,700,000	0
Income tax benefit (provision)		3,684,000	$ (6,467,000)	$ 7,392,000	$ 5,070,000	10,525,000	$ (38,761,000)	$ (15,000)	$ 40,021,000	9,679,000	11,770,000	$ 2,460,000
Prepaid tax asset related to intra-entity transfer		4,900,000								4,900,000
Investments that would be affected by ASU 2016-16		$ 214,871,000				$ 191,799,000				214,871,000	191,799,000
Asset Purchase Agreement \| Asklepion Pharmaceuticals LLC
Summary Of Significant Accounting Policies [Line Items]
Proceeds from sale of assets	$ 245,000,000
Discount rate of receivables	2.80%
At Time Of Closing \| Asset Purchase Agreement
Summary Of Significant Accounting Policies [Line Items]
PV of short term and long term receivables	$ 46,200,000
At Time Of Closing \| Asset Purchase Agreement \| Asklepion Pharmaceuticals LLC
Summary Of Significant Accounting Policies [Line Items]
Proceeds from sale of assets	150,000,000
Due On First And Second Anniversaries Of Closing \| Asset Purchase Agreement
Summary Of Significant Accounting Policies [Line Items]
Proceeds from sale of assets	47,500,000
PV of short term and long term receivables	44,900,000
Due On First And Second Anniversaries Of Closing \| Asset Purchase Agreement \| Asklepion Pharmaceuticals LLC
Summary Of Significant Accounting Policies [Line Items]
Proceeds from sale of assets	$ 47,500,000
Interest expense, net \| Asset Purchase Agreement \| Asklepion Pharmaceuticals LLC
Summary Of Significant Accounting Policies [Line Items]
Accretion on the notes receivable										1,900,000
Pro Forma \| Accounting Standards Update 2016-09
Summary Of Significant Accounting Policies [Line Items]
Income tax benefit (provision)										$ (400,000)	$ 2,400,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventory, Net of Reserve (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Accounting Policies [Abstract]
Raw material	$ 1,336	$ 289
Finished goods	1,490	2,247
Total inventory	$ 2,826	$ 2,536

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2016
Computer equipment
Property, Plant and Equipment [Line Items]
Use life (in years)	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Use life (in years)	7 years

BUSINESS COMBINATION AND DIVESTITURE OF ASSETS Acquisition of Liquid Ursodeoxycholic Acid (L-UDCA) (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 16, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Acquisition related contingent consideration		$ 71,328	$ 45,267
Cash paid upon consummation		$ 500	$ 33,430	$ 29,150
Economic Interest - L-UDCA (acquired IPR&D)
Business Acquisition [Line Items]
Total Purchase Price	$ 25,500
Assets useful life (in years)	17 years
Present value of contingent consideration and service fees	$ 25,000
Discount rate percentage	12.00%
Acquisition related contingent consideration	$ 70,300
Cash paid upon consummation	500
Intangible assets acquired	25,500
Total purchase price	$ 25,500

BUSINESS COMBINATION AND DIVESTITURE OF ASSETS Acquisition of Cholbam (Details) - USD ($) $ in Thousands			12 Months Ended
	Mar. 31, 2015	Feb. 12, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Cash payment			$ 12,356	$ 3,938	$ 1,163
Acquisition related contingent consideration			$ 71,328	$ 45,267
Product rights
Business Acquisition [Line Items]
Assets useful life (in years)			16 years	16 years
Asklepion Pharmaceuticals LLC
Business Acquisition [Line Items]
Cash payment	$ 28,400
Common stock shares issued (in shares)	661,279
Value of common stock	$ 15,844
Acquisition related contingent consideration				$ 39,100
Fair value of Pediatric Priority Review Voucher	96,250
Intangible assets acquired	83,200
Discount rate percentage				19.00%
Contingent consideration agreement, high amount				$ 78,400
Net present value of service fees				2,900
Total payments of service fees				$ 4,000
Deferred tax liability	(39,880)
Assets acquired in business combination	$ 88,500
Utilized tax rate percentage	45.40%
Purchase price allocation	$ 91,284
Asklepion Pharmaceuticals LLC \| Product rights
Business Acquisition [Line Items]
Assets useful life (in years)	10 years
Asklepion Pharmaceuticals LLC \| United States \| Product rights
Business Acquisition [Line Items]
Intangible assets acquired	$ 75,900
Asklepion Pharmaceuticals LLC \| International \| Product rights
Business Acquisition [Line Items]
Intangible assets acquired	7,300
Asklepion Pharmaceuticals LLC \| Definitive Agreement
Business Acquisition [Line Items]
Upfront payment		$ 5,000
Asklepion Pharmaceuticals LLC \| Purchase Agreement
Business Acquisition [Line Items]
Value of common stock	$ 9,000

BUSINESS COMBINATION AND DIVESTITURE OF ASSETS - Purchase Price Allocation (Details) - USD ($) $ in Thousands			12 Months Ended
	Mar. 31, 2015	Mar. 26, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Cash paid upon consummation			$ 500	$ 33,430	$ 29,150
Fair Value of Assets Acquired and Liabilities Assumed
Goodwill			$ 936	936
Manchester Pharmaceuticals LLC
Business Acquisition [Line Items]
Cash paid upon consummation		$ 29,150
Secured promissory note		31,283
Fair value of business combination-related contingent consideration		12,800
Total Purchase Price		73,233
Fair Value of Assets Acquired and Liabilities Assumed
Acquired product rights-Cholbam (Intangible Asset)		72,000
Inventory		517
Prepaid expenses		116
Goodwill		936
Other asset		1,522
Accounts payable and accrued expenses		(286)
Other liability		(1,522)
Total allocation of purchase price consideration		73,233
Manchester Pharmaceuticals LLC \| Product rights
Fair Value of Assets Acquired and Liabilities Assumed
Intangible assets		71,372
Manchester Pharmaceuticals LLC \| Trade names
Fair Value of Assets Acquired and Liabilities Assumed
Intangible assets		175		200
Manchester Pharmaceuticals LLC \| Customer relationships
Fair Value of Assets Acquired and Liabilities Assumed
Intangible assets		$ 403		$ 400
Asklepion Pharmaceuticals LLC
Business Acquisition [Line Items]
Cash paid upon consummation	$ 33,430
Present value of contingent consideration and service fees	42,010
Fair Value of 661,279 shares issued to Asklepion	15,844
Total Purchase Price	91,284
Fair Value of Assets Acquired and Liabilities Assumed
Acquired product rights-Cholbam (Intangible Asset)	83,200
Pediatric Priority Review Voucher	96,250
Inventory	777
Deferred tax liability	(39,880)
Total Allocation of Purchase Price	88,500
Bargain Purchase Gain	(49,063)
Total Purchase Price	91,284
Total allocation of purchase price consideration	$ 140,347

BUSINESS COMBINATION AND DIVESTITURE OF ASSETS - Acquisition of Manchester Pharmaceuticals (Details) - USD ($)		12 Months Ended
	Mar. 26, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Cash paid upon consummation		$ 500,000	$ 33,430,000	$ 29,150,000
Goodwill		$ 936,000	$ 936,000
Manchester Pharmaceuticals LLC
Business Acquisition [Line Items]
Voting interests acquired, percentage	100.00%
Cash paid upon consummation	$ 29,150,000
Contractual payments based on net sales	10.00%
Additional contingent payments	5.00%
Estimated contingent consideration	$ 12,800,000
Total allocation of purchase price consideration	73,233,000
Goodwill	936,000
Intangible assets acquired	72,000,000
Liability arising from contingency				$ 1,500,000
Purchase price allocation	73,233,000
Manchester Pharmaceuticals LLC \| Selling, general and administrative
Business Acquisition [Line Items]
Acquisition costs	300,000
Retrophin Therapeutics International, LLC \| Manchester Pharmaceuticals LLC
Business Acquisition [Line Items]
Cash paid upon consummation	3,200,000
Promissory Notes Payable \| Manchester Pharmaceuticals LLC
Business Acquisition [Line Items]
Credit agreement amount	33,000,000
Discounted principal amount	31,300,000
Consecutive payment of notes payable	11,000,000
Product rights
Business Acquisition [Line Items]
Assets useful life (in years)		16 years	16 years
Product rights \| Manchester Pharmaceuticals LLC
Business Acquisition [Line Items]
Intangible assets	$ 71,372,000
Assets useful life (in years)	16 years		16 years
Trade names
Business Acquisition [Line Items]
Assets useful life (in years)		1 year	1 year
Trade names \| Manchester Pharmaceuticals LLC
Business Acquisition [Line Items]
Intangible assets	$ 175,000		$ 200,000
Assets useful life (in years)	1 year		1 year
Customer relationships
Business Acquisition [Line Items]
Assets useful life (in years)		10 years	10 years
Customer relationships \| Manchester Pharmaceuticals LLC
Business Acquisition [Line Items]
Intangible assets	$ 403,000		$ 400,000
Assets useful life (in years)	10 years		10 years

BUSINESS COMBINATION AND DIVESTITURE OF ASSETS - Divestiture of Assets (Details) - USD ($) $ in Millions				12 Months Ended
	Jul. 02, 2015	Feb. 13, 2015	Jan. 09, 2015	Dec. 31, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impact related to divestitures				$ 0.9
Asset Purchase Agreement \| Asklepion Pharmaceuticals LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of assets	$ 245.0
Discount rate of receivables	2.80%
Gain on sale of intangible assets	$ 140.0
Disposal fees	4.9
Asset Purchase Agreement \| Turing Pharmaceuticals
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales value of product rights		$ 1.1	$ 1.0
At Time Of Closing \| Asset Purchase Agreement
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
PV of short term and long term receivables	46.2
At Time Of Closing \| Asset Purchase Agreement \| Asklepion Pharmaceuticals LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of assets	150.0
Due On First And Second Anniversaries Of Closing \| Asset Purchase Agreement
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of assets	47.5
PV of short term and long term receivables	44.9
Due On First And Second Anniversaries Of Closing \| Asset Purchase Agreement \| Asklepion Pharmaceuticals LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of assets	$ 47.5
Manchester Pharmaceuticals LLC \| Asset Purchase Agreement \| Turing Pharmaceuticals
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales value of product rights		0.3
Manchester Pharmaceuticals LLC \| Asset Purchase Agreement \| Waldun Pharmaceuticals, LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales value of product rights		$ 0.7

MARKETABLE SECURITIES (Details) - USD ($)	12 Months Ended
MARKETABLE SECURITIES (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Bad debt expense	$ 200,000	$ 100,000	$ 0
Marketable securities	214,871,000	191,799,000
Realized gain (loss) on marketable securities		300,000	(2,300,000)
Proceeds from the sale/maturity of marketable securities	159,520,000	9,977,000	$ 6,493,000
Commercial paper
Schedule of Available-for-sale Securities [Line Items]
Marketable securities	30,303,000	31,864,000
Corporate debt securities
Schedule of Available-for-sale Securities [Line Items]
Marketable securities	134,570,000	125,547,000
Securities of government sponsored entities
Schedule of Available-for-sale Securities [Line Items]
Marketable securities	$ 49,998,000	$ 34,388,000

MARKETABLE SECURITIES - Available for Sale Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 215,414	$ 192,442
Unrealized Gains	7	8
Unrealized Losses	(550)	(651)
Aggregate Estimated Fair Value	214,871	191,799
Less than 1
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	114,624	75,363
Unrealized Gains	7	6
Unrealized Losses	(128)	(119)
Aggregate Estimated Fair Value	114,503	75,250
1 to 2 years
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	100,790	117,079
Unrealized Gains	0	2
Unrealized Losses	(422)	(532)
Aggregate Estimated Fair Value	100,368	116,549
Commercial paper \| Less than 1
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	30,330	31,899
Unrealized Gains	0	6
Unrealized Losses	(27)	(41)
Aggregate Estimated Fair Value	30,303	31,864
Corporate debt securities \| Less than 1
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	64,794	43,464
Unrealized Gains	7	0
Unrealized Losses	(91)	(78)
Aggregate Estimated Fair Value	64,710	43,386
Corporate debt securities \| 1 to 2 years
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	70,207	82,557
Unrealized Gains	0	0
Unrealized Losses	(347)	(396)
Aggregate Estimated Fair Value	69,860	82,161
Securities of government sponsored entities \| Less than 1
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	19,500
Unrealized Gains	0
Unrealized Losses	(10)
Aggregate Estimated Fair Value	19,490
Securities of government sponsored entities \| 1 to 2 years
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	30,583	34,522
Unrealized Gains	0	2
Unrealized Losses	(75)	(136)
Aggregate Estimated Fair Value	$ 30,508	$ 34,388

DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($)			12 Months Ended			13 Months Ended
	Jan. 12, 2015	Nov. 13, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Nov. 30, 2014
Derivative [Line Items]
Interest expense, net			$ (759,000)	$ (7,748,000)	$ (7,435,000)
Grant date fair value of the Warrants recorded as a derivative liability (in dollars per share)			2,500,000		2,500,000
Change in estimated fair value of liability classified warrants			$ (1,655,000)	$ 33,307,000	$ 23,786,000
Fair value of common stock (in dollars per share)			$ 18.93	$ 19.29
Warrants \| Derivative
Derivative [Line Items]
Total intrinsic value of derivative warrants outstanding and exercisable			$ 20,700,000
Credit Agreement
Derivative [Line Items]
Number of common stock called by warrants (in shares)					337,500
Exercise price (in dollars per share)					$ 12.76
Amendment No. 3 \| Definitive Agreement \| Athyrium Capital Management, LLC and Perceptive Credit Opportunities Fund, LP
Derivative [Line Items]
Credit agreement amount	$ 30,000,000
Number of common stock called by warrants (in shares)	125,000
Interest expense, net	$ 1,050,000
Note Payable With Detachable Warrants \| Clinuvel Pharmaceuticals Limited \| Amendment No. 2 \| Credit Agreement
Derivative [Line Items]
Number of common stock called by warrants (in shares)		300,000				300,000
Exercise price (in dollars per share)		$ 9.96
Value of common stock exercisable by warrants		$ 2,200,000				$ 2,200,000

DERIVATIVE FINANCIAL INSTRUMENTS - Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected dividend yield	0.00%	0.00%
Fair value of common stock (in dollars per share)	$ 18.93	$ 19.29
Minimum
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk free rate	0.89%	1.11%
Expected volatility	55.00%	75.00%
Expected life (in years), represents the weighted average period until next liquidity event	1 year 2 months 12 days	3 years 1 month 6 days
Maximum
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk free rate	1.48%	1.59%
Expected volatility	75.00%	85.00%
Expected life (in years), represents the weighted average period until next liquidity event	3 years	4 years
Warrants \| Derivative
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk free rate		1.39%	1.62%
Expected volatility		85.00%	85.00%
Expected life (in years), represents the weighted average period until next liquidity event		3 months 18 days	4 months 10 days
Expected dividend yield		0.00%	0.00%
Exercise Price (in dollars per share)		$ 13.25	$ 12.76

DERIVATIVE FINANCIAL INSTRUMENTS - Derivative Warrant Issuances (Details) - Warrants - Derivative - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Shares
Outstanding, Beginning Balance (in shares)	2,665,548	3,421,355
Issuance of common shares under the equity incentive plan (shares)	0	125,000
Canceled (in shares)	0	0
Exercised (in shares)	898,643	880,807
Outstanding, Ending Balance (in shares)	1,766,905	2,665,548
Weighted Average Exercise Price
Outstanding, Beginning Balance (in dollars per share)	$ 7.05	$ 6.43
Issued (in dollars per share)	0.00	13.25
Cancelled (in dollars per share)	0.00	0.00
Exercised (in dollars per share)	6.68	5.35
Outstanding, Ending Balance (in dollars per share)	7.23	7.05
Weighted Average Grant Date Fair Value
Outstanding, Beginning Balance (in dollars per share)	4.20	3.79
Issued (in dollars per share)	0.00	8.40
Cancelled (in dollars per share)	0.00	0.00
Exercised (in dollars per share)	4.85	3.23
Outstanding, Ending Balance (in dollars per share)	$ 3.87	$ 4.20

DERIVATIVE FINANCIAL INSTRUMENTS - Derivative Warrants Outstanding (Details) - Warrants - Derivative - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Warrants (in shares)	1,766,905	2,665,548	3,421,355
$3.60
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price (in dollars per share)	$ 3.60
Number of Warrants (in shares)	168,336
Weighted Average Remaining Contractual Life (years)	1 year 1 month 13 days
Number Exercisable (in shares)	168,336
$6.00
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price (in dollars per share)	$ 6.00
Number of Warrants (in shares)	1,219,402
Weighted Average Remaining Contractual Life (years)	1 year 7 months 13 days
Number Exercisable (in shares)	1,219,402
$12.76
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price (in dollars per share)	$ 12.76
Number of Warrants (in shares)	337,500
Weighted Average Remaining Contractual Life (years)	2 years 5 months 27 days
Number Exercisable (in shares)	337,500
$13.25
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price (in dollars per share)	$ 13.25
Number of Warrants (in shares)	41,667
Weighted Average Remaining Contractual Life (years)	3 years 11 days
Number Exercisable (in shares)	41,667

FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Asset:
Marketable securities, available-for-sale	$ 214,871	$ 191,799
Liabilities:
Derivative liability related to warrants	22,440	38,810
Recurring basis
Asset:
Cash and Cash Equivalents	41,002	37,805
Marketable securities, available-for-sale	214,871	191,799
Total	255,873	229,604
Liabilities:
Derivative liability related to warrants	22,440	38,810
Business combination-related contingent consideration	87,478	59,021
Total	109,918	97,831
Recurring basis \| Quoted prices in active markets (Level 1)
Asset:
Cash and Cash Equivalents	39,929	31,055
Marketable securities, available-for-sale	0	0
Total	39,929	31,055
Liabilities:
Derivative liability related to warrants	0	0
Business combination-related contingent consideration	0	0
Total	0	0
Recurring basis \| Significant other observable inputs (Level 2)
Asset:
Cash and Cash Equivalents	1,073	6,750
Marketable securities, available-for-sale	214,871	191,799
Total	215,944	198,549
Liabilities:
Derivative liability related to warrants	0	0
Business combination-related contingent consideration	0	0
Total	0	0
Recurring basis \| Significant unobservable inputs (Level 3)
Asset:
Cash and Cash Equivalents	0	0
Marketable securities, available-for-sale	0	0
Total	0	0
Liabilities:
Derivative liability related to warrants	22,440	38,810	$ 27,990
Business combination-related contingent consideration	87,478	59,021	$ 11,637
Total	$ 109,918	$ 97,831

FAIR VALUE MEASUREMENTS - Changes in Level 3 (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning	$ 38,810
Issuance of common stock warrants	(6,005)	$ (4,475)	$ (8,398)
Reclassification of derivative liability to equity upon exercise of warrants	(14,715)	(23,537)	(23,365)
Change in estimated fair value of liability classified warrants	(1,655)	33,307	23,786
Balance, ending	22,440	38,810
Recurring basis
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning	38,810
Balance, ending	22,440	38,810
Recurring basis \| Significant unobservable inputs (Level 3)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning	38,810	27,990
Issuance of common stock warrants	0	(1,050)
Reclassification of derivative liability to equity upon exercise of warrants	(14,715)	(23,537)
Change in estimated fair value of liability classified warrants	(1,655)	33,307
Balance, ending	$ 22,440	$ 38,810	$ 27,990

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.

+ References + Details

FAIR VALUE MEASUREMENTS - Acquisition Related Contingent Consideration (Details) - Recurring basis - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Business Combination, Acquisition Related Contingent Consideration [Roll Forward]
Balance at January 1,	$ 59,021
Balance at December 31,	87,478	$ 59,021
Significant unobservable inputs (Level 3)
Business Combination, Acquisition Related Contingent Consideration [Roll Forward]
Balance at January 1,	59,021	11,637
Present value of contingent consideration upon acquisition related to a business combination	25,000	39,107
Increase from revaluation of contingent consideration	18,383	13,778
Decrease of contingent consideration, asset divestiture	0	(604)
Contractual Payments	(12,826)	(3,938)
Contractual Payments accrued at December 31	(1,988)	(959)
Foreign currency impact	(112)	0
Balance at December 31,	$ 87,478	$ 59,021

INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands					1 Months Ended	12 Months Ended					36 Months Ended
	Jun. 16, 2016	Mar. 31, 2015	May 29, 2014	Mar. 26, 2014	Sep. 30, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Intangible assets finite-lived, net							$ 156,543	$ 161,536			$ 156,543
Payments to date under terms of licensing agreement							10,496	7,008	$ 3,301
Impairment of intangible assets							0	$ 4,710	$ 0
Other Expense
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets					$ 4,700
Manchester Pharmaceuticals LLC
Finite-Lived Intangible Assets [Line Items]
Total Purchase Price				$ 73,233
Asklepion Pharmaceuticals LLC
Finite-Lived Intangible Assets [Line Items]
Discount rate percentage								19.00%
Total Purchase Price		$ 91,284
Economic Interest - L-UDCA (acquired IPR&D)
Finite-Lived Intangible Assets [Line Items]
Assets useful life (in years)	17 years
Discount rate percentage	12.00%
Total Purchase Price	$ 25,500
Ligand License Agreement
Finite-Lived Intangible Assets [Line Items]
Intangible assets finite-lived, net										$ 2,500
Require to make substantial payments payable upon achievement of milestones										$ 109,400
Payments to date under terms of licensing agreement											2,600
Payment of amendment consideration					$ 1,000
Ligand License Agreement \| Minimum
Finite-Lived Intangible Assets [Line Items]
Annual royalty percentage										15.00%
Ligand License Agreement \| Maximum
Finite-Lived Intangible Assets [Line Items]
Annual royalty percentage										17.00%
Product rights
Finite-Lived Intangible Assets [Line Items]
Intangible assets finite-lived, net							56,111	$ 60,360			56,111
Finite-lived intangible asset							$ 67,849	$ 67,849			67,849
Assets useful life (in years)							16 years	16 years
Product rights \| Manchester Pharmaceuticals LLC
Finite-Lived Intangible Assets [Line Items]
Intangible assets with definite lives				$ 71,372
Assets useful life (in years)				16 years				16 years
Product rights \| Asklepion Pharmaceuticals LLC
Finite-Lived Intangible Assets [Line Items]
Assets useful life (in years)		10 years
Trade Name
Finite-Lived Intangible Assets [Line Items]
Intangible assets finite-lived, net							$ 0	$ 0			0
Finite-lived intangible asset							$ 175	$ 175			175
Assets useful life (in years)							1 year	1 year
Trade Name \| Manchester Pharmaceuticals LLC
Finite-Lived Intangible Assets [Line Items]
Intangible assets with definite lives				$ 175				$ 200
Assets useful life (in years)				1 year				1 year
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets finite-lived, net							$ 291	$ 332			291
Finite-lived intangible asset							$ 403	$ 403			403
Assets useful life (in years)							10 years	10 years
Customer relationships \| Manchester Pharmaceuticals LLC
Finite-Lived Intangible Assets [Line Items]
Intangible assets with definite lives				$ 403				$ 400
Assets useful life (in years)				10 years				10 years
Vecamyl
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset								$ 3,600
Thiola License Agreement
Finite-Lived Intangible Assets [Line Items]
Assets useful life (in years)									10 years
Remaining weighed average period of amortization (in years)							7 years 6 months
Thiola License Agreement \| Mission Pharmacal Company
Finite-Lived Intangible Assets [Line Items]
Annual royalty percentage			20.00%
Mission an up-front license fee			$ 3,000
Guaranteed minimum royalties			$ 2,000
Discount rate percentage								11.00%
Present value of guaranteed minimum royalties payable							$ 10,100	$ 10,900			10,100
Royalty guarantees commitments, amount, current								2,000
Royalty guarantees commitments, amount, long-term								8,900
Thiola License Agreement \| Mission Pharmacal Company \| Other Current Liabilities
Finite-Lived Intangible Assets [Line Items]
Guaranteed minimum royalties								2,000
Thiola License Agreement \| Mission Pharmacal Company \| Other Noncurrent Liabilities
Finite-Lived Intangible Assets [Line Items]
Guaranteed minimum royalties								8,100
Thiola Asset
Finite-Lived Intangible Assets [Line Items]
Intangible assets finite-lived, net							29,521	21,340			29,521
Finite-lived intangible asset							$ 35,339	$ 24,133			$ 35,339
Assets useful life (in years)							10 years	10 years
United States \| Asklepion Pharmaceuticals LLC
Finite-Lived Intangible Assets [Line Items]
Capitalized economic interest		$ 75,900
International \| Asklepion Pharmaceuticals LLC
Finite-Lived Intangible Assets [Line Items]
Capitalized economic interest		$ 7,300
Scenario, Forecast \| Economic Interest - L-UDCA (acquired IPR&D)
Finite-Lived Intangible Assets [Line Items]
Assets useful life (in years)						17 years

INTANGIBLE ASSETS - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (33,497)	$ (17,560)
Intangible assets finite-lived, net	156,543	161,536
Intangible assets, gross (excluding goodwill)	215,540	179,096
Intangible Assets, Net (Excluding Goodwill)	$ 182,043	$ 161,536
Chenodal Product Rights
Finite-Lived Intangible Assets [Line Items]
Useful Life	16 years	16 years
Finite-lived intangible asset, gross	$ 67,849	$ 67,849
Accumulated Amortization	(11,738)	(7,489)
Intangible assets finite-lived, net	$ 56,111	$ 60,360
Thiola License
Finite-Lived Intangible Assets [Line Items]
Useful Life	10 years	10 years
Finite-lived intangible asset, gross	$ 35,339	$ 24,133
Accumulated Amortization	(5,818)	(2,793)
Intangible assets finite-lived, net	$ 29,521	$ 21,340
Economic Interest - U.S. revenue Cholbam
Finite-Lived Intangible Assets [Line Items]
Useful Life	10 years	10 years
Finite-lived intangible asset, gross	$ 75,900	$ 75,900
Accumulated Amortization	(13,320)	(5,715)
Intangible assets finite-lived, net	$ 62,580	$ 70,185
Economic Interest - Int'l revenue Cholbam
Finite-Lived Intangible Assets [Line Items]
Useful Life	10 years	10 years
Finite-lived intangible asset, gross	$ 7,074	$ 7,336
Accumulated Amortization	(1,241)	(552)
Intangible assets finite-lived, net	5,833	$ 6,784
Economic Interest - L-UDCA (acquired IPR&D)
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets (excluding goodwill)	$ 25,500
Ligand License
Finite-Lived Intangible Assets [Line Items]
Useful Life	11 years	11 years
Finite-lived intangible asset, gross	$ 3,300	$ 3,300
Accumulated Amortization	(1,093)	(765)
Intangible assets finite-lived, net	$ 2,207	$ 2,535
Manchester Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Useful Life	10 years	10 years
Finite-lived intangible asset, gross	$ 403	$ 403
Accumulated Amortization	(112)	(71)
Intangible assets finite-lived, net	$ 291	$ 332
Manchester Trade Name
Finite-Lived Intangible Assets [Line Items]
Useful Life	1 year	1 year
Finite-lived intangible asset, gross	$ 175	$ 175
Accumulated Amortization	(175)	(175)
Intangible assets finite-lived, net	$ 0	$ 0

INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 15,993	$ 13,231	$ 5,278
Research and development
Finite-Lived Intangible Assets [Line Items]
Amortization expense	328	697	823
Selling, general and administrative
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 15,665	$ 12,534	$ 4,455

INTANGIBLE ASSETS - Amortization Expense Next Five Years (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
2017	$ 16,879
2018	16,879
2019	16,879
2020	16,879
2021	16,879
Thereafter	72,148
Intangible assets finite-lived, net	$ 156,543	$ 161,536

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Payables and Accruals [Abstract]
Compensation related costs	$ 7,441	$ 7,143
Research and development	7,311	4,281
Government rebate reserves	6,967	3,158
Selling, general and administrative	3,333	3,586
Royalty/contingent consideration	5,766	4,688
Miscellaneous	2,490	964
Total accrued expenses	$ 33,308	$ 23,820

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions			12 Months Ended
	Feb. 13, 2015	Jan. 09, 2015	Dec. 31, 2015
Related Party Transaction [Line Items]
Impact related to divestitures			$ 0.9
Turing Pharmaceuticals \| Purchase Agreement
Related Party Transaction [Line Items]
Purchase price	$ 1.1	$ 1.0
Manchester Pharmaceuticals LLC \| Turing Pharmaceuticals \| Purchase Agreement
Related Party Transaction [Line Items]
Purchase price	0.3
Manchester Pharmaceuticals LLC \| Waldun Pharmaceuticals, LLC \| Purchase Agreement
Related Party Transaction [Line Items]
Purchase price	$ 0.7

NOTES PAYABLE (Details) - USD ($)		12 Months Ended
NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	May 29, 2014
Debt Instrument [Line Items]
Finance expense as other expense related to issuance		$ 0	$ 600,000	$ 4,721,000
Convertible debt (in shares)		0	2,642,160	0
Convertible Debt \| Note Purchase Agreement
Debt Instrument [Line Items]
Credit agreement amount					$ 46,000,000
Initial conversion price (in dollars per share)					$ 17.41
Interest rate percentage					4.50%
Aggregate carrying value					$ 43,000,000
Debt discount					$ 3,000,000
Number of shares issued to investors	401,047
Finance expense as other expense related to issuance				$ 4,700,000
Fair value of common stock (in dollars per share)		$ 18.93
Convertible debt (in shares)		2,642,160
If-converted value in excess of carrying amount		$ 5,500,000
Fair Value of Convertible Debt		$ 64,600,000

NOTES PAYABLE - Schedule of Carrying Amount of Debt (Details) - Convertible Debt - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Aggregate principle amount of Notes	$ 46,000	$ 46,000
Unamortized debt discount and debt issuance costs	(1,578)	(2,234)
Net carrying amount	$ 44,422	$ 43,766

NOTES PAYABLE - Credit Facility (Details) - USD ($)					1 Months Ended	12 Months Ended			13 Months Ended
NOTES PAYABLE - Credit Facility (Details) - USD ($)	Jul. 01, 2015	Mar. 24, 2015	Jan. 12, 2015	Nov. 13, 2014	Jun. 30, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Nov. 30, 2014
Line of Credit Facility [Line Items]
Grant date fair value of the Warrants recorded as a derivative liability (in dollars per share)						$ 2,500,000		$ 2,500,000
Issuance of common stock in connection with public offering, net of fees							$ 139,987,000	$ 36,836,000
Credit Facility
Line of Credit Facility [Line Items]
Number of common stock called by warrants (in shares)			125,000
Cash payment to Lenders			$ 600,000
Value of warrant or right number of securities called by warrants or rights			1,100,000
Issuance of common stock in connection with public offering, net of fees		$ 140,000,000
Payment due to Asklepion upon closing			27,000,000
Prepayment premium	$ 2,300,000
Additional charge of prepayment premium	$ 4,200,000
Credit Agreement
Line of Credit Facility [Line Items]
Number of common stock called by warrants (in shares)								337,500
Exercise price (in dollars per share)								$ 12.76
Credit Agreement \| Convertible Notes Payable
Line of Credit Facility [Line Items]
Credit agreement amount					$ 45,000,000
LIBOR Rate \| Credit Agreement \| Convertible Notes Payable
Line of Credit Facility [Line Items]
Debt instrument basis points added percentage					10.00%
Base Rate \| Credit Agreement \| Convertible Notes Payable
Line of Credit Facility [Line Items]
Debt instrument basis points added percentage					9.00%
Amendment No. 3 \| Definitive Agreement \| Athyrium Capital Management, LLC and Perceptive Credit Opportunities Fund, LP
Line of Credit Facility [Line Items]
Credit agreement amount			$ 30,000,000
Number of common stock called by warrants (in shares)			125,000
Clinuvel Pharmaceuticals Limited \| Amendment No. 2 \| Credit Agreement \| Note Payable With Detachable Warrants
Line of Credit Facility [Line Items]
Number of common stock called by warrants (in shares)				300,000					300,000
Exercise price (in dollars per share)				$ 9.96
Value of common stock exercisable by warrants				$ 2,200,000					$ 2,200,000

NOTES PAYABLE - Fair Value of Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Expected dividend yield	0.00%	0.00%
Note Payable With Detachable Warrants
Debt Instrument [Line Items]
Risk free rate	1.62%
Expected volatility	85.00%
Expected life (in years), represents the weighted average period until next liquidity event	4 months 10 days
Expected dividend yield	0.00%
Exercise Price (in dollars per share)	$ 12.76

NOTES PAYABLE - Notes Payable, Manchester Pharmaceuticals LLC (Details) - USD ($)		12 Months Ended
	Jun. 26, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Mar. 26, 2014
Debt Instrument [Line Items]
Interest expense		$ 800,000	$ 7,700,000	$ 7,400,000
Note payable, including contractual interest
Debt Instrument [Line Items]
Credit agreement amount					$ 33,000,000
Present value of debt instrument					$ 31,300,000
Effective interest rate percentage					11.00%
Loan payment	$ 11,000,000
Interest expense				$ 1,700,000

COMMITMENTS AND CONTINGENCIES - Leases and Sublease Agreements (Details) - Leases and Sublease Agreements	12 Months Ended
	Dec. 31, 2016 USD ($)
San Diego CA
Other Commitments [Line Items]
Annual base rent	$ 1,100,000.0
New York NY
Other Commitments [Line Items]
Annual base rent	500,000.0
CALIFORNIA
Other Commitments [Line Items]
Annual base rent	$ 500,000.0

COMMITMENTS AND CONTINGENCIES - Contractual Commitments (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Operating leases
Operating leases	$ 10,861
Less than 1 year	2,052
1-3 years	2,870
3-5 years	2,491
More than 5 years	3,448
Purchase order commitments
Purchase order commitments	2,741
Less than 1 year	2,591
1-3 years	150
3-5 years	0
More than 5 years	0
Total
Total	84,653
Less than 1 year	10,644
1-3 years	57,265
3-5 years	7,324
More than 5 years	9,420
Note payable, including contractual interest
Other Commitments
Other commitments	66,003
Less than 1 year	4,070
1-3 years	52,933
3-5 years	4,000
More than 5 years	5,000
Sales support services
Other Commitments
Other commitments	3,054
Less than 1 year	416
1-3 years	833
3-5 years	833
More than 5 years	972
Product supply contracts
Other Commitments
Other commitments	1,994
Less than 1 year	1,515
1-3 years	479
3-5 years	0
More than 5 years	$ 0

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands				1 Months Ended	12 Months Ended	16 Months Ended	24 Months Ended
	Apr. 22, 2016	Dec. 17, 2015	Sep. 19, 2014	Nov. 30, 2016	Dec. 31, 2016	Dec. 31, 2016	Dec. 31, 2016
Other Commitments [Line Items]
Legal fees sought		5
Martin Shkreli
Other Commitments [Line Items]
Legal fees paid In advance				$ 2,800	$ 1,800		$ 2,800
Contingent future legal fee advance payment				$ 2,000
Legal fees reimbursed from director and officer insurance carriers					700
Legal fees					5,200
Legal fees paid					$ 2,200
Donoghue v. Retrophin, Inc.
Other Commitments [Line Items]
Settlement amount			$ 2,025
Donoghue v. Retrophin, Inc. \| Martin Shkreli
Other Commitments [Line Items]
Settlement amount			600
Retrophin, Inc. v. Shkreli, \| Martin Shkreli
Other Commitments [Line Items]
Settlement amount			$ 2,025
Legal fees paid In advance	$ 400					$ 2,800

STOCKHOLDERS’ EQUITY / DEFICIT - (Details) - USD ($)				1 Months Ended		6 Months Ended	12 Months Ended
STOCKHOLDERS’ EQUITY / DEFICIT - (Details) - USD ($)	May 18, 2016	Mar. 24, 2015	May 09, 2014	Mar. 31, 2015	Jan. 31, 2014	Aug. 18, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Jun. 08, 2015
Stockholders Equity [Line Items]
Common stock, shares authorized							100,000,000	100,000,000
Common stock, par value (in dollars per share)							$ 0.0001	$ 0.0001
Common stock per shares are entitled to vote							1 vote
Preferred Stock, shares authorized							20,000,000	20,000,000
Preferred stock, par value (in dollars per share)							$ 0.001	$ 0.001
Price per common share (in dollars per share)				$ 19.00	$ 8.50
Net proceeds from the offering							$ 0	$ 149,487,000	$ 40,000,000
Underwriting fees and other offering costs				$ 9,181,991	$ 3,164,990
2014 Incentive Compensation Plan
Stockholders Equity [Line Items]
Shares issued (in shares)			3,000,000.0
2015 Equity Incentive Plan
Stockholders Equity [Line Items]
Common stock, shares authorized										1,400,000.0
Shares remaining available for issuance under the plan (in shares)										600,000.0
2015 Equity Incentive Plan Amended
Stockholders Equity [Line Items]
Common stock, shares authorized	1,600,000.0
Shares remaining available for issuance under the plan (in shares)	700,000.0
Series A Preferred Stock
Stockholders Equity [Line Items]
Preferred Stock, shares authorized							1,000
Preferred stock, par value (in dollars per share)							$ 0.001
Restricted shares
Stockholders Equity [Line Items]
Issuance of stock options to purchase shares (in shares)						230,000
Restricted shares \| 2014 Incentive Compensation Plan
Stockholders Equity [Line Items]
Issuance of stock options to purchase shares (in shares)						230,000
Restricted shares \| 2015 Equity Incentive Plan Amended
Stockholders Equity [Line Items]
Share-based compensation arrangement by share-based payment award, reduction in number of shares available for grant	200.00%
Stock Options
Stockholders Equity [Line Items]
Shares issued (in shares)							1,687,250	2,285,000	4,168,000
Stock Options \| 2015 Equity Incentive Plan Amended
Stockholders Equity [Line Items]
Share-based compensation arrangement by share-based payment award, reduction in number of shares available for grant	100.00%
Common Stock
Stockholders Equity [Line Items]
Number of common stock issued								7,866,000	4,705,882
Shares issued (in shares)							542,183	1,019,788
Issuance of stock options to purchase shares (in shares)						1,928,000
Common Stock \| 2014 Incentive Compensation Plan
Stockholders Equity [Line Items]
Issuance of stock options to purchase shares (in shares)						1,928,000
Public Offering \| Common Stock
Stockholders Equity [Line Items]
Number of common stock issued		7,866,000
Price per common share (in dollars per share)		$ 19.00
Net proceeds from the offering		$ 140,000,000
Underwriting fees and other offering costs		$ 9,500,000

STOCKHOLDERS’ EQUITY / DEFICIT - Black Scholes Assumptions (Details) - Stock Options - shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares)	1,687,250	2,285,000	4,168,000
Risk free rate	1.20%	1.53%	1.55%
Expected volatility	68.00%	83.00%	85.00%
Expected life (in years)	5 years 9 months 18 days	5 years 9 months 22 days	5 years 9 months 18 days
Expected dividend yield	0.00%	0.00%	0.00%

STOCKHOLDERS’ EQUITY / DEFICIT - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Closing stock price of stock options outstanding and exercisable (in dollars per share)	$ 18.93	$ 19.29
Stock Options
Shares
Exercisable beginning balance (in shares)	2,036,906	1,225,833	172,667
Outstanding, Beginning Balance (in shares)	5,665,584	4,892,208	1,721,000
Granted (in shares)	1,687,250	2,285,000	4,168,000
Forfeited and expired (in shares)	(541,416)	(970,170)	(977,625)
Exercised (in shares)	(380,848)	(541,454)	(19,167)
Outstanding, Ending Balance (in shares)	6,430,570	5,665,584	4,892,208	1,721,000
Exercisable ending balance (in shares)	3,793,017	2,036,906	1,225,833	172,667
Weighted Average Exercise Price
Exercisable beginning balance (in dollars per share)	$ 12.55	$ 9.73	$ 7.85
Outstanding, Beginning Balance (in dollars per share)	17.05	10.93	7.66
Granted (in dollars per share)	16.73	27.15	12.11
Forfeited and expired (in dollars per share)	22.19	14.91	10.27
Exercised (in dollars per share)	10.55	13.10	5.16
Outstanding, Ending Balance (in dollars per share)	16.91	17.05	10.93	$ 7.66
Exercisable ending balance (in dollars per share)	$ 14.94	$ 12.55	$ 9.73	$ 7.85
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Remaining Contractual Term, Exercisable (in years)	6 years 9 months 26 days	8 years 4 months 2 days	7 years 11 months 16 days	9 years 10 months 10 days
Remaining Contractual Term, Outstanding (in years)	7 years 7 months 21 days	8 years 9 months	8 years 6 months 25 days	9 years 10 months 21 days
Exercisable, Aggregate Intrinsic Value	$ 23,358	$ 15,582	$ 3,395	$ 14,333
Outstanding, Aggregate Intrinsic Value	30,088	31,542	8,353	$ 172,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value	$ 2,873	$ 7,230	$ 0
Weighted average grant date fair value of options (in dollars per share)	$ 10.09	$ 19.02	$ 8.56
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options	$ 32,200
Weighted average period for unrecognized costs (in years)	1 year 9 months 18 days

STOCKHOLDERS’ EQUITY / DEFICIT - Unvested Restricted Stock (Details) - Restricted shares - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Number of shares
Unvested beginning balance (in shares)	429,666	691,668
Granted (in shares)	245,000	273,000
Vested (in shares)	(161,335)	(478,334)
Forfeited/cancelled (in shares)	(105,585)	(56,668)
Unvested ending balance (in shares)	407,746	429,666
Weighted Average Grant Date Fair Value
Unvested beginning balance (in dollars per share)	$ 20.38	$ 10.83
Granted (in dollars per share)	17.52	26.97
Vested (in dollars per share)	16.76	11.56
Forfeited/cancelled (in dollars per share)	21.19	13.97
Unvested ending balance (in dollars per share)	$ 19.88	$ 20.38
Unrecognized compensation cost related to restricted shares granted	$ 4.4
Weighted average period for unrecognized costs (in years)	1 year

STOCKHOLDERS’ EQUITY / DEFICIT - Share Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 29,102	$ 25,900	$ 15,900
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	18,614	16,483	10,940
Research and development expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 10,488	$ 9,417	$ 4,960

STOCKHOLDERS’ EQUITY / DEFICIT - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2013	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Stockholders Equity [Line Items]
Proceeds exercise of warrants			$ 6,005,000	$ 4,475,000	$ 8,398,000
Value of shares repurchased during the period					$ 2,258,000
Common Stock
Stockholders Equity [Line Items]
Shares repurchased during the period (in shares)		130,790		0	248,801
Value of shares repurchased during the period		$ 957,272			$ 2,300,000
Retirement of treasury stock (in shares)	379,591			379,591
Warrants
Stockholders Equity [Line Items]
Number of common stock called by warrants (in shares)			898,633	870,306	1,947,377
Proceeds exercise of warrants			$ 6,000,000	$ 4,500,000	$ 8,400,000
Reclassification of derivative liability as equity			14,700,000	23,500,000	$ 23,400,000
Change in fair value of warrants			$ 2,900,000	$ 2,800,000

EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Shares
Basic Earnings per Share (in shares)									36,997,865	33,560,249	25,057,509
Dilutive Earnings per Share (in shares)									38,288,012	37,581,439	25,057,509
Change in fair value of derivative instruments (in shares)									0	0	0
Convertible Debt (in shares)									0	2,642,160	0
Net Income
Net Income	$ (8,603)	$ (37,113)	$ (13,403)	$ 11,216	$ (2,469)	$ 105,578	$ (25,527)	$ 39,655	$ (47,903)	$ 117,237	$ (110,938)
Change in fair value of derivative instruments									(1,655)	0	0
Convertible Debt									0	1,881	0
Dilutive Earnings per Share									$ (49,558)	$ 119,118	$ (110,938)
Net loss per common share, basic (in dollars per shares)	$ (0.23)	$ (1.00)	$ (0.37)	$ 0.31	$ (0.07)	$ 2.95	$ (0.73)	$ 1.46	$ (1.29)	$ 3.49	$ (4.43)
Net loss per common share, diluted (in dollars per shares)	$ (0.39)	$ (1.00)	$ (0.37)	$ (0.08)	$ (0.14)	$ 1.78	$ (0.73)	$ 1.32	$ (1.29)	$ 3.17	$ (4.43)
Warrants
Shares
Dilutive Earnings per Share (in shares)									1,290,147	0
Restricted Stock
Shares
Dilutive securities (in shares)									0	290,966	0
Net Income
Dilutive securities									$ 0	$ 0	$ 0
Stock Options
Shares
Dilutive securities (in shares)									0	1,088,064	0
Net Income
Dilutive securities									$ 0	$ 0	$ 0

EARNINGS (LOSS) PER SHARE - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from the calculation	9,373,686	3,736,992	4,216,355
Convertible Debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from the calculation	2,642,160	0	0
Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from the calculation	444,942	22,069	0
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from the calculation	6,286,584	1,049,375	1,132,500
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from the calculation	0	2,665,548	3,083,855

INCOME TAXES - Components of Net Income Before Taxes (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Operating Loss Carryforwards [Line Items]
Income (loss) before provision for income taxes	$ (12,287)	$ (30,646)	$ (20,795)	$ 6,146	$ (12,994)	$ 144,339	$ (25,512)	$ (366)	$ (57,582)	$ 105,467	$ (113,398)
United States
Operating Loss Carryforwards [Line Items]
Income (loss) before provision for income taxes									(52,750)	107,038	(112,558)
Foreign
Operating Loss Carryforwards [Line Items]
Income (loss) before provision for income taxes									$ (4,832)	$ (1,571)	$ (840)

INCOME TAXES - Components of Income Tax Expense(Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Current
Federal									$ 13,137	$ 2,094	$ 0
State									(155)	1,709	0
Total									12,982	3,803	0
Deferred
Federal									(18,814)	(8,296)	(1,886)
State									(3,847)	(7,277)	(574)
Total									(22,661)	(15,573)	(2,460)
Total tax benefit	$ (3,684)	$ 6,467	$ (7,392)	$ (5,070)	$ (10,525)	$ 38,761	$ 15	$ (40,021)	$ (9,679)	$ (11,770)	$ (2,460)

INCOME TAXES - Reconciliation of Federal Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Statutory rate - federal	(35.00%)	(35.00%)	(35.00%)
State taxes, net of federal benefit	(3.16%)	(1.53%)	(6.77%)
Change in FV of derivative liability (warrants)	1.10%	(10.89%)	7.40%
Stock Based Compensation	(0.00%)	(0.00%)	5.51%
Bargain purchase gain	(0.00%)	16.04%	(0.00%)
Other permanent differences	2.05%	(3.68%)	(0.00%)
Tax credits	(1.58%)	7.85%	0.00%
Return to provision adjustments and other true-ups	(1.15%)	10.40%	(0.00%)
Other	3.09%	0.79%	(0.00%)
Change in valuation allowance	16.30%	27.02%	26.63%
Income tax benefit	(18.35%)	11.00%	(2.23%)

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Deferred Tax Assets:
Net operating loss	$ 1,832	$ 2,870
Research and development tax credits	60	0
Contingent consideration	32,792	21,575
Other accrued expenses	4,621	3,160
Stock based compensation	18,520	9,484
Other	30	0
Deferred tax assets	57,855	37,089
Deferred Tax Liabilities:
Intangible assets	(34,153)	(25,124)
Deferred gain on installment sale	(14,547)	(29,095)
Tax basis depreciation less than book depreciation	0	(218)
Deferred tax liabilities	(48,700)	(54,437)
Net deferred tax assets (liabilities) before valuation allowance	9,155	(17,348)
Valuation allowance	(15,580)	(6,980)
Total deferred tax liability	$ (6,425)	$ (24,328)

INCOME TAXES (Details) - USD ($)	12 Months Ended
INCOME TAXES (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 15,580,000	$ 6,980,000
Increase in valuation allowance	8,600,000
Research and development tax credits	61,000
U.S. federal
Operating Loss Carryforwards [Line Items]
Available unused NOL carryforwards		$ 5,200,000
Manchester Pharmaceuticals LLC
Operating Loss Carryforwards [Line Items]
Indemnification assets corresponding liability	$ 1,500,000

INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance as of January 1:	$ 3,324	$ 1,500
Increase in current period positions	0	1,424
Increase in prior period positions	(1,824)	0
Increase in prior period positions	0	400
Balance as of December 31:	$ 1,500	$ 3,324

INVESTIGATIONAL MATTERS (Details)	6 Months Ended
INVESTIGATIONAL MATTERS (Details)	Aug. 18, 2014 shares
Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Issuance of stock options to purchase shares (in shares)	1,928,000
Restricted Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Issuance of stock options to purchase shares (in shares)	230,000

SEVERANCE AGREEMENTS (Details) - USD ($) $ in Millions					3 Months Ended	12 Months Ended
SEVERANCE AGREEMENTS (Details) - USD ($) $ in Millions	Feb. 13, 2015	Jan. 09, 2015	Oct. 13, 2014	Sep. 15, 2014	Dec. 31, 2014	Dec. 31, 2014	Sep. 30, 2014
Chief Financial Officer \| Separation Agreement
Severance Agreement [Line Items]
Target bonus percentage				100.00%
Accrued severance expense							$ 0.1
Chief Executive Officer \| Separation Agreement
Severance Agreement [Line Items]
Severance expense						$ 4.5
Restricted shares \| Chief Financial Officer \| Separation Agreement
Severance Agreement [Line Items]
Accelerated vesting (in shares)				81,333
Equity Option \| Chief Executive Officer \| Separation Agreement
Severance Agreement [Line Items]
Compensation expense related to cash severance, unpaid bonus and health insurance			$ 0.5
Compensation expense related to accelerated vesting			1.1
Selling, general and administrative \| Chief Financial Officer \| Separation Agreement
Severance Agreement [Line Items]
Severance expense					$ 1.1
Turing Pharmaceuticals
Severance Agreement [Line Items]
Upfront fees payment			$ 3.0			3.0
Liabilities expected to be assumed					$ 3.0	3.0
Severance expense and accrued severance expense						$ 2.9
Turing Pharmaceuticals \| Asset Purchase Agreement
Severance Agreement [Line Items]
Purchase price of assets		$ 1.0
Sales value of product rights	$ 1.1	$ 1.0
Purchase Price Of Inventory	1.1
Manchester Pharmaceuticals LLC
Severance Agreement [Line Items]
Sales value of product rights	0.7
Manchester Pharmaceuticals LLC \| Turing Pharmaceuticals
Severance Agreement [Line Items]
Sales value of product rights	$ 0.3

RETIREMENT PLAN (Details) - USD ($)	12 Months Ended
RETIREMENT PLAN (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
Defined contribution plan, employer contributions	$ 500,000	$ 0	$ 0

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended								12 Months Ended
	Jul. 02, 2015	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net product sales		$ 37,327	$ 33,945	$ 33,311	$ 29,008	$ 30,447	$ 28,005	$ 24,068	$ 17,372	$ 133,591	$ 99,892	$ 28,203
Total operating expenses		55,549	54,317	44,690	37,249	45,651	48,501	31,012	25,476	191,805	150,640	108,011
Operating loss		(18,222)	(20,372)	(11,379)	(8,241)	(15,204)	(20,496)	(6,944)	(8,104)	(58,214)	(50,748)	(79,808)
Total other income (expense), net		5,935	(10,274)	(9,416)	14,387	2,210	164,835	(18,568)	7,738	632	156,215	(33,590)
Income (loss) before provision for income taxes		(12,287)	(30,646)	(20,795)	6,146	(12,994)	144,339	(25,512)	(366)	(57,582)	105,467	(113,398)
Income tax benefit (provision)		3,684	(6,467)	7,392	5,070	10,525	(38,761)	(15)	40,021	9,679	11,770	2,460
Net income (loss)		$ (8,603)	$ (37,113)	$ (13,403)	$ 11,216	$ (2,469)	$ 105,578	$ (25,527)	$ 39,655	$ (47,903)	$ 117,237	$ (110,938)
Net income (loss) per common share
Net loss per common share, basic (in dollars per shares)		$ (0.23)	$ (1.00)	$ (0.37)	$ 0.31	$ (0.07)	$ 2.95	$ (0.73)	$ 1.46	$ (1.29)	$ 3.49	$ (4.43)
Net loss per common share, diluted (in dollars per shares)		$ (0.39)	$ (1.00)	$ (0.37)	$ (0.08)	$ (0.14)	$ 1.78	$ (0.73)	$ 1.32	$ (1.29)	$ 3.17	$ (4.43)
Asset Purchase Agreement \| Asklepion Pharmaceuticals LLC
Net income (loss) per common share
Proceeds from sale of assets	$ 245,000
Gain on sale of intangible assets	$ 140,000