Collaboration Agreement

As described in Note

“Organization and Summary of Significant Accounting Policies,”

the Company has entered into amendments to the Agreements with Grünenthal related to ZALVISO. In the Amended Agreements, the parties amended the Product supply configurations and packaging of Product components and accessories, and associated pricing therefor, which the Company will manufacture and supply to Grünenthal for the Territory. The parties agreed to increase the pricing of the Product components and accessories in exchange for a reduction of

$5.5

million in the total milestone payments due from Grünenthal contingent upon achieving specified net sales targets from a total of

$171.5

million to

$166.0

million. The parties also updated the development plan for the Product in the Territory, providing for additional near-term development services to be rendered by AcelRx in exchange for payments by Grünenthal of

$0.7

million. In accordance with the terms of the Amended MSA, AcelRx also received a binding Product forecast from Grünenthal for approximately

$3.7

million, which was fully delivered by the end of

2016.

Amended License Agreement

Under the terms of the Amended License Agreement, Grünenthal has the exclusive right to commercialize the Product in the Field in the Territory. The Company retains control of clinical development, while Grünenthal and the Company will be responsible for certain development activities pursuant to a development plan as agreed between the parties. The Company will

not

receive separate payment for such development activities, apart from the

$0.7

million included under the Amended Agreements. Grünenthal is exclusively responsible for marketing approval applications and other regulatory filings relating to the sufentanil sublingual tablet drug cartridge for the Product in the Field in the Territory, while the Company is responsible for the CE Mark and other regulatory filings relating to device portions of the

Product. A CE Mark for ZALVISO was obtained in the

fourth

quarter of

2014

which specifies AcelRx as the device design authority and manufacturer. In

September 2015,

the European Commission approved the MAA for ZALVISO for the

EU member states as well as for the EEA. In

April 2016,

Grünenthal completed the

first

commercial sale of ZALVISO.

The Company received an upfront non-refundable cash payment of

$30.0

million in

December 2013,

and a milestone payment of

$5.0

million related to the MAA submission in the

third

quarter of

2014,

and an additional

$15.0

million milestone payment upon the EC approval of the MAA for ZALVISO, which was approved in

September 2015.

Under the Amended License Agreement, the Company is eligible to receive approximately

$194.5

million in additional milestone payments, based upon successful regulatory and product development efforts (

$28.5

million) and net sales target achievements (

$166.0

million). Grünenthal will also make tiered royalty and supply and trademark fee payments in the mid-teens up to the mid-twenties percent range, depending on the level of sales achieved, on net sales of ZALVISO.

A portion of the tiered royalty payment, exclusive of the supply and trademark fee payments, will be paid to PDL in connection with the Royalty Monetization. For additional information on the Royalty Monetization with PDL, see Note

“Liability Related to Sale of Future Royalties”. Unless earlier terminated, the Amended License Agreement continues in effect until the expiration of the obligation of Grünenthal to make royalty and supply and trademark fee payments, which supply and trademark fee continues for so long as the Company continues to supply the Product to Grünenthal. The Amended License Agreement is subject to earlier termination in the event the parties mutually agree, by a party in the event of an uncured material breach by the other party, upon the bankruptcy or insolvency of either party, or by Grünenthal for convenience.

Amended MSA

Under the terms of the Amended MSA, the Company will manufacture and supply the Product for use in the Field for the Territory exclusively for Grünenthal. Grünenthal shall purchase from AcelRx, during the

first

five

years after the effective date of the MSA,

December 16, 2013

through

December 15, 2018,

100%

and thereafter

80%

of Grünenthal’s and its sublicensees’ and distributors’ requirements of Product for use in the Field for the Territory. The Product will be supplied at prices approximating the Company’s manufacturing cost, subject to certain caps, as defined in the MSA Amendment. The MSA Amendment requires the Company to use commercially reasonable efforts to enter stand-by contracts with

third

parties providing significant supply and manufacturing services and, under certain specified conditions, permits Grünenthal to use a

third

party back-up manufacturer to manufacture the Product for Grünenthal’s commercial sale in the Territory.

Unless earlier terminated, the Amended MSA continues in effect until the later of the expiration of the obligation of Grünenthal to make royalty and supply and trademark fee payments or the end of any transition period for manufacturing obligations due to the expiration or termination of the Amended License Agreement. The Amended MSA is subject to earlier termination in connection with certain termination events in the Amended License Agreement, in the event the parties mutually agree, by a party in the event of an uncured material breach by the other party or upon the bankruptcy or insolvency of either party.

The Company identified the following

four

significant non-contingent performance deliverables under the original Agreements:

) intellectual property (license),

) the obligation to provide research and development services,

) the significant and incremental discount on the manufacturing of

ZALVISO for commercial purposes, and

) the obligation to participate on the joint steering committee.

At the time the Amended Agreements were executed, with the exception of the intellectual property license, these obligations remained partially undelivered. Additionally, the Company identified the following

three

performance deliverables under the License Amendment and the MSA Amendment:

) the obligation to provide additional research and development services,

) the obligation to provide

ZALVISO demonstration device systems, and

) the obligation to manufacture and deliver Product under the binding forecast. The Company determined that the License Amendment and MSA Amendment were modifications to the original Agreements.

The Company considered the provisions of the multiple-element arrangement guidance in determining whether the deliverables outlined above have standalone value and thus should be treated as separate units of accounting. The Company

’s management determined that the license under the original License Agreement had standalone value and represented a separate unit of accounting because the rights conveyed permitted Grünenthal to perform all efforts necessary to commercialize and begin selling the product upon regulatory approval. In addition, Grünenthal has the appropriate development, regulatory and commercial expertise with products similar to the product licensed under the agreement and has the ability to engage

third

parties to manufacture the product allowing Grünenthal to realize the value of the license without receiving any of the remaining deliverables. Grünenthal can also sublicense its license rights to

third

parties. Also, the Company’s management determined that the research and development services, ZALVISO demonstration device systems, joint steering committee participation, the significant and incremental discount on the manufacturing of ZALVISO, and the obligation to manufacture and deliver Products each represent individual units of accounting, as Grünenthal could perform such services and/or could acquire these on a separate basis.

The Company believes that

none

of the deliverables have VSOE

, or sufficient TPE of selling price, as

none

of them have been sold separately by the Company, and as there is only limited information about

third

party pricing for similar deliverables. Accordingly, the Company developed BESP for each deliverable in order to allocate the noncontingent arrangement consideration to the units of accounting, based on current information available as of the modification date.

The Company

’s management determined the best estimate of selling price for the license based on Grünenthal’s estimated future cash flows arising from the arrangement. Embedded in the estimate were significant assumptions regarding regulatory expenses, revenue, including potential customer market for the product and product price, costs to manufacture the product and the discount rate. The Company’s management determined the best estimate of selling price of the research and development services and committee participation based on the nature and timing of the services to be performed and in consideration of personnel and other costs incurred in the delivery of the services. For the discount on manufacturing services, the Company’s management estimated the selling price based on the market level of contract manufacturing margin it could have received if it were engaged to supply products to a customer in a separate transaction, the estimated cost of manufacturing, and the anticipated volume of Grünenthal’s orders over the course of the agreement, to which the discount would apply. For the ZALVISO demonstration devices and the obligation to manufacture and deliver Product, the Company’s management estimated the selling price based on the binding volume of such devices and Products, the estimated cost of manufacturing, and the market level of contract manufacturing margin. BESP of the license, research and development and committee participation services and the discount on manufacturing services were updated at the time the Amended Agreements were executed for purposes of allocating the amended arrangement consideration.

The Amended Agreements entitle the Company to receive additional payments upon the achievement of certain development and sales milestones. Based on ASC Topic

605

28,

Revenue Recognition — Milestone Method

, the Company evaluates contingent milestones at inception or modification of the agreement, and recognizes consideration that is contingent upon the achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone is considered substantive in its entirety. Milestones are events which have the following characteristics: (i) they can be achieved based in whole or in part on either the Company’s performance or on the occurrence of a specific outcome resulting from the Company’s performance, (ii) there was substantive uncertainty at the date the agreement was entered into that the event would be achieved and, (iii) they would result in additional payments due to the Company. A milestone is considered substantive if the following criteria are met: (i) the consideration is commensurate with either (

) the entity’s performance to achieve the milestone, or (

) the enhancement of the value of the delivered item (s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone, (ii) the consideration relates solely to past performance and, (iii) the consideration is reasonable relative to all of the other deliverables and payment terms, including other potential milestone consideration, within the arrangement.

The substantive milestone payments will be recognized as revenue in their entirety upon the achievement of each substantive milestone. Based on the criteria noted above, the identified substantive milestones in the original Agreements pertain to post approval product enhancements, expanded market opportunities and manufacturing efficiencies for

ZALVISO. Each of these potential achievements is based primarily on the Company’s performance and involves substantive uncertainty as achievement of these milestones requires future research, development and regulatory activities, which are inherently uncertain in nature. The Company determined that the consideration for each milestone was commensurate with the Company’s performance to achieve the milestone, including future research, development, manufacturing and regulatory activities and that the consideration is reasonable relative to all of the other deliverables and payments within the arrangement. Aggregate potential payments for these milestones total

$28.5

million.

In addition to substantive milestones,

two

milestones associated with the original Agreements were deemed

not

to be substantive. These milestones pertain to regulatory developments for

ZALVISO in Europe, which the Company’s management deemed to be

not

substantive due to the high likelihood of achievement, both at inception of the original Agreements and at the time the Amended Agreements were executed. Aggregate potential payments for these milestones totaled

$20.0

million. In

July 2014,

Grünenthal submitted an MAA to the EMA for ZALVISO for the management of acute moderate-to-severe post-operative pain in adult patients, triggering the

first

of these

two

milestones, a cash payment of

$5.0

million. In

September

2015,

the MAA was approved by the European Commission, triggering the

second

of these

two

milestones, a cash payment of

$15.0

million. Amounts received under these non-substantive milestones were allocated to performance deliverables based on the relative selling price method and recognized as appropriate for such deliverables.

The Amended Agreements also include milestone payments related to specified net sales targets, totaling

$166.0

million. These milestones do

not

meet the definition of a milestone under ASU

2010

because the achievement of these milestones is solely dependent on counter-party performance and

not

on any performance obligations of the Company.

At the time the Amended Agreements were executed, approximately

$33.3

million of revenue had been recognized, and

$1.7

million remained unrecognized from the aggregate to-date consideration of

$35.0

million received under the original Agreements. Upon execution of the Amended Agreements, the Company updated the allocation of this arrangement consideration, along with the consideration owed under the Amended Agreements totaling

$54.4

million, consisting of

$0.7

million related to research and development services and the demonstration device systems, and

$3.7

million related to the Product binding purchase forecast, to all of the identified deliverables in the arrangement (both delivered and undelivered) using their relative selling prices. Further, the

$15.0

million non-substantive milestone achieved in

September

2015

was also allocated to the deliverables in the same manner. As a result of such allocations, additional amounts of

$13.2

million and

$0.5

million were allocated to the previously delivered license and research and development and committee participation services, respectively. A total of

$4.4

million was allocated to the significant and incremental discount on manufacturing services, and is expected to be recognized over the period such discount is made available to Grünenthal, beginning in

February 2016,

on a straight-line basis over the estimated period through

2029.

An additional

$0.2

million has been allocated to committee participation services and is recognized on a straight-line basis over the performance obligation period extending through

2018.

A total of

$2.3

million was allocated to manufacturing services for the binding forecast of Products. The remaining

$0.5

million was allocated to the additional research and development services under the Amended License Agreement and demonstration device systems, and manufacturing and delivery of the Products, and will be recognized as those services are performed or as the devices are delivered, as applicable.

Below is a summary of revenue recognized under the Amended Agreements during the years ended

December 3

2017,

2016

and

2015

(in thousands):

	Years Ended December 31,
	201 7		201 6		2015
License	$	—	$	—	$	13,167
Product sales		6,673		5,742		—
Joint steering committee, research and development services and demonstration devices		269		688		1,690
Non-cash royalty revenue related to Royalty Monetization (See Note 8)		151		7		—
Royalty revenue		50		3		—
Total	$	7,143	$	6,440	$	14,857

As of

December 31,

201

the Company had current and noncurrent portions of the deferred revenue balance under the Amended Agreements of

$0.4

million and

$3.5

million, respectively.