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Stockholders' Equity | 9 Months Ended
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Sep. 30, 2013
Stockholders' Equity | 8. Stockholders’ Equity On May 29, 2013, the stockholders of the Company approved an amendment to the Company’s 2011 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the plan by 10,000,000. Option activity under our stock-based compensation plans during the nine months ended September 30, 2013 was as follows (in thousands except per share amounts):
| Shares Underlying Outstanding Options |  |  | Weighted-Average Exercise Price Per Share |  |  | Weighted-Average Remaining Contractual Term (years) |  |  | Aggregate Intrinsic Value |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Balance as of December 31, 2012 |  | 13,806 |  |  | $ |  |  | 3.38 |  |  |  |  |  |  |  |  |
Options granted |  | 5,542 |  |  |  | 2.7 1 |  |  |  |  |  |  |  |  |
Options exercised |  | (74 | ) |  |  | 1.41 |  |  |  |  |  |  |  |  |
Options cancelled: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Options forfeited (unvested) |  | (2,028 | ) |  |  | 3.3 3 |  |  |  |  |  |  |  |  |
Options cancelled (vested) |  | (38 1 | ) |  |  | 3.56 |  |  |  |  |  |  |  |  |
Balance as of September 30, 2013 |  | 16,865 |  |  | $ |  |  | 3.1 7 |  |  |  | 5.35 |  |  | $ |  |  | 310 |
Vested and expected to vest as of September 30, 2013 |  | 16,272 |  |  | $ |  |  | 3.18 |  |  |  | 4.97 |  |  | $ |  |  | 310 |
Exercisable as of September 30, 2013 |  | 10,97 7 |  |  | $ |  |  | 3.3 5 |  |  |  | 3.37 |  |  | $ |  |  | 307 |
Restricted stock unit activity under our stock-based compensation plans during the nine months ended September 30, 2013 was as follows (in thousands except per share amounts):
| Number of Shares |  |  | Weighted-Average Grant-Date Fair Value |
--- | --- | --- | --- | --- | ---
Balance as of December 31, 2012 |  | 1,755 |  |  | $ |  | 4.23 |
Granted |  | 250 |  |  |  | 1.23 |
Vested |  | — |  |  |  | — |
Forfeited or expired |  | (230 | ) |  |  | 4.2 3 |
Balance as of September 30, 2013 |  | 1,775 |  |  | $ |  | 3.81 |
The aggregate intrinsic value of the restricted stock units outstanding as of September 30, 2013, based on our stock price on that date, was $2.1 million. As of September 30, 2013, approximately 2,6 00,000 shares underlying stock options and restricted stock units awards with performance-based vesting criteria were outstanding. Under our stock-based compensation plans, option awards generally vest over a four-year period contingent upon continuous service and expire ten years from the date of grant (or earlier upon termination of continuous service). The fair value-based measurement of each option is estimated on the date of grant using the Black-Scholes option valuation model. The fair value-based measurements and weighted-average assumptions used in the calculations of these measurements are as follows:
| Stock Options |  |  | Stock Options |  |  | Employee Stock Purchase Plan |
--- | --- | --- | --- | --- | --- | --- | --- | ---
| Three Months Ended September 30, |  |  | Nine Months Ended September 30, |  |  | Nine Months Ended September 30, |
| 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |
Weighted-average fair value | $ |  | 1.15 |  |  | $ |  | 3.34 |  |  | $ |  | 2.43 |  |  | $ |  | 3.30 |  |  | $ |  | 0.93 |  |  | $ |  | 3.80 |
Risk-free interest rate |  | 1.9 |  | % |  |  | 0.6 |  | % |  |  | 1.1 |  | % |  |  | 0.5 |  | % |  |  | 0.2 |  | % |  |  | 0.2 |  | %
Expected life (in years) |  | 5.6 |  |  |  | 4.0 |  |  |  | 5.9 |  |  |  | 4.0 |  |  |  | 1.3 |  |  |  | 1.0 |
Volatility |  | 1.5 |  |  |  | 1.6 |  |  |  | 1.4 |  |  |  | 1.6 |  |  |  | 0.8 |  |  |  | 1.6 |
Expected volatility is based on historical volatility of our stock price. The expected life of options granted is estimated based on historical option exercise and employee termination data, giving consideration to options that have not yet completed a full life cycle. Our senior management, who hold a majority of the options outstanding, and other employees were grouped and considered separately for valuation purposes. The expected life of the options for senior management is six years and for other employees five and a half years. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is zero percent for all years and is based on our history and expectation of dividend payouts. All stock option awards to non-employees are accounted for at the fair value of the consideration received or the fair value of the equity instrument issued, as calculated using the Black-Scholes model. Compensation expense is based on awards ultimately expected to vest and reflects estimated forfeitures. For equity awards with time-based vesting, the fair value-based measurement is amortized to expense on a straight-line basis over the vesting periods. For equity awards with performance-based vesting criteria, the fair value-based measurement is amortized to expense over the remaining vesting period commencing when the achievement of the vesting criteria becomes probable. We recognized stock-based compensation expense of $2.8 million and $1.9 million for the three months ended September 30, 2013 and 2012, respectively. Stock-based compensation expense for the three months ended September 30, 2013 includes $1.0 million related to severance arrangements. We recognized stock-based compensation expense of $10.8 million and $6.3 million for the nine months ended September 30, 2013 and 2012, respectively. Stock-based compensation during the nine months ended September 30, 2013 included $5.1 million related to severance arrangements. The Company recorded stock-based compensation expense for awards to non-employees of $0.4 million for the nine months ended September 30, 2013. The components of stock-based compensation expense were (in thousands):
| Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
--- | --- | --- | --- | --- | ---
| 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |
Research and development | $ |  | 1,001 |  |  | $ |  | 824 |  |  | $ |  |  | 3,351 |  |  | $ |  | 2,565 |
General and administrative |  | 1,844 |  |  |  | 1,079 |  |  |  | 7,496 |  |  |  | 3,729 |
Total | $ |  | 2,845 |  |  | $ |  | 1,903 |  |  | $ |  |  | 10,847 |  |  | $ |  | 6,294 |
As of September 30, 2013, the total unrecognized compensation cost related to non-vested equity awards including all awards with time-based vesting amounted to $12.1 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.93 years. Additionally, as of September 30, 2013, the total unrecognized compensation cost related to equity awards with performance-based vesting criteria not deemed probable of vesting amounted to $5.0 million. Employee Stock Purchase Plan As of September 30, 2013, 996,000 shares have been reserved and approved for issuance under the Purchase Plan, subject to adjustment for a stock split, any future stock dividend or other similar change in our common stock or capital structure. To date, employees have acquired 828,414 shares of our common stock under the Purchase Plan including 129,690 shares during the nine months ended September 30, 2013. As of September 30, 2013, 167,586 shares of our common stock remained available for future purchases. Warrants As of September 30, 2013, warrants to purchase an aggregate of approximately 12,500,000 shares of our common stock were outstanding. The warrants are exercisable at a weighted average price of $1.96 per share. During the nine months ended September 30, 2013 and September 30, 2012, warrants were exercised to purchase an aggregate of approximately 84,000 and 4,700,000 shares of our common stock, respectively.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -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 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Article 4 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E Reference 9: 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.(d),(e)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770 Reference 14: 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 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644 Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644 Reference 17: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644 Reference 18: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Paragraph d -Article 4 Reference 19: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656 + Details
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