View Filing Data

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2012	Apr. 26, 2012
Document and Entity Information
Entity Registrant Name	Celldex Therapeutics, Inc.
Entity Central Index Key	0000744218
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		58,735,636
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2012	Dec. 31, 2011
Current Assets:
Cash and Cash Equivalents	$ 22,755	$ 11,899
Marketable Securities	69,374	41,413
Accounts and Other Receivables	140	170
Prepaid and Other Current Assets	1,967	1,202
Total Current Assets	94,236	54,684
Property and Equipment, Net	8,447	9,093
Intangible Assets, Net	24,632	24,923
Other Assets	460	329
Goodwill	8,965	8,965
Total Assets	136,740	97,994
Current Liabilities:
Accounts Payable	535	935
Accrued Expenses	6,359	7,008
Current Portion of Long-Term Liabilities	358	219
Current Portion of Term Loan	5,294	6,136
Total Current Liabilities	12,546	14,298
Term Loan, less Current Portion	9,890	9,008
Other Long-Term Liabilities	6,418	5,966
Total Liabilities	28,854	29,272
Commitments and Contingent Liabilities
Stockholders' Equity:
Convertible Preferred Stock, $.01 Par Value; 3,000,000 Shares Authorized; No Shares Issued and Outstanding at March 31, 2012 and December 31, 2011
Common Stock, $.001 Par Value; 297,000,000 Shares Authorized; 58,735,636 and 44,210,636 Shares Issued and Outstanding at March 31, 2012 and December 31, 2011, respectively	59	44
Additional Paid-In Capital	323,587	271,032
Accumulated Other Comprehensive Income	2,762	2,652
Accumulated Deficit	(218,522)	(205,006)
Total Stockholders' Equity	107,886	68,722
Total Liabilities and Stockholders' Equity	$ 136,740	$ 97,994

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2012	Dec. 31, 2011
CONDENSED CONSOLIDATED BALANCE SHEETS
Convertible Preferred Stock, Par Value (in dollars per share)	$ 0.01	$ 0.01
Convertible Preferred Stock, Shares Authorized	3,000,000	3,000,000
Convertible Preferred Stock, Shares Issued	0	0
Convertible Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized	297,000,000	297,000,000
Common Stock, Shares Issued	58,735,636	44,210,636
Common Stock, Shares Outstanding	58,735,636	44,210,636

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
REVENUE:
Product Development and Licensing Agreements	$ 35	$ 14
Contracts and Grants	54
Product Royalties	2,344	2,502
Total Revenue	2,433	2,516
OPERATING EXPENSE:
Research and Development	10,769	6,853
Royalty	2,344	2,502
General and Administrative	2,317	2,336
Amortization of Acquired Intangible Assets	291	483
Total Operating Expense	15,721	12,174
Operating Loss	(13,288)	(9,658)
Investment and Other Income, Net	205	84
Interest Expense	(433)	(485)
Net Loss	$ (13,516)	$ (10,059)
Basic and Diluted Net Loss Per Common Share (Note 3) (in dollars per share)	$ (0.27)	$ (0.31)
Shares Used in Calculating Basic Net Loss per Share (Note 3) (in shares)	50,145	32,047
Shares Used in Calculating Diluted Net Loss per Share (Note 3) (in shares)	50,145	32,047
COMPREHENSIVE LOSS:
Net Loss	$ (13,516)	$ (10,059)
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments	2	(4)
Unrealized Gain on Marketable Securities	108	13
Comprehensive Loss	$ (13,406)	$ (10,050)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash Flows from Operating Activities:
Net Loss	$ (13,516)	$ (10,059)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation and Amortization	544	562
Amortization of Intangible Assets	291	483
Amortization and Premium of Marketable Securities	(373)	244
Realized (Gain) Loss on Sales and Maturities of Marketable Securities	(4)	5
Loss (Gain) on Sales or Disposal of Assets	23	(55)
Stock-Based Compensation Expense	641	580
Non-Cash Interest Expense	57	135
Changes in Operating Assets and Liabilities:
Accounts and Other Receivables	30	81
Prepaid and Other Current Assets	(672)	(162)
Other Assets	(131)	(37)
Accounts Payable and Accrued Expenses	(1,049)	(929)
Other Liabilities	606	288
Net Cash Used in Operating Activities	(13,553)	(8,864)
Cash Flows from Investing Activities:
Sales and Maturities of Marketable Securities	5,912	8,653
Purchases of Marketable Securities	(33,388)	(3,245)
Acquisition of Property and Equipment	(42)	(202)
Proceeds from Sales or Disposal of Assets	11	64
Net Cash (Used in) Provided by Investing Activities	(27,507)	5,270
Cash Flows from Financing Activities:
Net Proceeds from Stock Issuances	51,929
Issuance of Term Loan		5,000
Payment of Convertible Subordinated Debt		(12,503)
Payments of Other Liabilities	(15)	(46)
Net Cash Provided by (Used in) Financing Activities	51,914	(7,549)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	2	(4)
Net Increase (Decrease) in Cash and Cash Equivalents	10,856	(11,147)
Cash and Cash Equivalents at Beginning of Period	11,899	21,287
Cash and Cash Equivalents at End of Period	$ 22,755	$ 10,140

Basis of Presentation

3 Months Ended

Mar. 31, 2012

Basis of Presentation

Basis of Presentation

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by Celldex Therapeutics, Inc. (the “Company” or “Celldex”) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the operations of the Company and its wholly-owned subsidiary. All intercompany transactions have been eliminated in consolidation.

These interim financial statements do not include all the information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited financial statements for the year ended December 31, 2011, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 8, 2012. In the opinion of management, the interim financial statements reflect all normal recurring adjustments necessary to fairly state the Company’s financial position and results of operations for the interim periods presented. The year-end consolidated balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP.

The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future interim period or the fiscal year ending December 31, 2012.

At March 31, 2012, the Company had cash, cash equivalents and marketable securities of $92.1 million; working capital of $81.7 million; and a Term Loan balance of $15.2 million. The Company incurred a loss of $13.5 million for the three months ended March 31, 2012. Net cash used in operations for the three months ended March 31, 2012 was $13.6 million. The Company believes that the cash, cash equivalents and marketable securities at March 31, 2012 will be sufficient to meet estimated working capital requirements and fund planned operations for at least the next twelve months.

The Company raised net proceeds of $51.9 million during the three months ended March 31, 2012 from the sale of its common stock. During the next twelve months, the Company may take further steps to raise additional capital to meet its long-term liquidity needs. These capital raising activities may include, but may not be limited to, one or more of the following: the licensing of technology programs with existing or new collaborative partners, possible business combinations, issuance of debt, or the issuance of common stock or other securities via private placements or public offerings. While the Company continues to seek capital through a number of means, there can be no assurance that additional financing will be available on acceptable terms, if at all, and the Company’s negotiating position in capital-raising efforts may worsen as existing resources are used. There is also no assurance that the Company will be able to enter into further collaborative relationships. Additional equity financing may be dilutive to the Company’s stockholders; debt financing, if available, may involve significant cash payment obligations and covenants that restrict the Company’s ability to operate as a business; and licensing or strategic collaborations may result in royalties or other terms which reduce the Company’s economic potential from products under development. If the Company is unable to raise the funds necessary to meet its long-term liquidity needs, it may have to delay or discontinue the development of one or more programs, discontinue or delay on-going or anticipated clinical trials, license out programs earlier than expected, raise funds at significant discount or on other unfavorable terms, if at all, or sell all or a part of the Company.

Significant Accounting Policies

3 Months Ended

Mar. 31, 2012

Significant Accounting Policies

Significant Accounting Policies

(2) Significant Accounting Policies

The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2012 are consistent with those discussed in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2011, except for the adoption of new accounting standards during the first three months of 2012 as discussed below.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.

In January 2012, the Company adopted a new U.S. GAAP accounting standard which amended the guidance on the annual testing of goodwill for impairment. The amended guidance allows companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under U.S. GAAP. The Company’s adoption of this new standard did not have a material effect on its operating results or financial position.

In January 2012, the Company adopted a new U.S. GAAP accounting standard which clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. The Company’s adoption of this standard did not have a material impact on its operating results or financial position.

Net Loss Per Share

3 Months Ended

Mar. 31, 2012

Net Loss Per Share

Net Loss Per Share

(3) Net Loss Per Share

Basic net loss per common share is based upon the weighted-average number of common shares outstanding during the period, excluding restricted stock that has been issued but is not yet vested. Diluted net loss per common share is based upon the weighted-average number of common shares outstanding during the period plus additional weighted-average potentially dilutive common shares outstanding during the period when the effect is dilutive. The potentially dilutive common shares that have not been included in the net loss per common share calculations because the effect would have been anti-dilutive are as follows:

	As of March 31,
	2012	2011

Stock options	4,311,999	3,727,434
Restricted stock	3,000	4,669
	4,314,999	3,732,103

Fair Value Measurements

3 Months Ended

Mar. 31, 2012

Fair Value Measurements

Fair Value Measurements

(4) Fair Value Measurements

The following tables set forth the Company’s financial assets subject to fair value measurements:

	As of March 31, 2012		Level 1		Level 2		Level 3
	(In thousands)
Money market funds and cash equivalents	$	21,723	$	21,723	—		—
Marketable securities	$	69,374	—		$	69,374	—
	$	91,097	$	21,723	$	69,374	—

	As of December 31, 2011		Level 1		Level 2		Level 3
	(In thousands)
Money market funds and cash equivalents	$	11,038	$	11,038	—		—
Marketable securities	$	41,413	—		$	41,413	—
	$	52,451	$	11,038	$	41,413	—

There have been no transfers of assets or liabilities between the fair value measurement classifications. The Company’s financial instruments consist mainly of cash and cash equivalents, marketable securities, short-term accounts receivable, accounts payable and debt obligations. The Company values its marketable securities utilizing independent pricing services which normally derive security prices from recently reported trades for identical or similar securities, making adjustments based on significant observable transactions. At each balance sheet date, observable market inputs may include trade information, broker or dealer quotes, bids, offers or a combination of these data sources. Short-term accounts receivable and accounts payable are reflected in the accompanying consolidated financial statements at cost, which approximates fair value due to the short-term nature of these instruments. Our Term Loan is valued based on level 2 inputs. Based on these calculations, the fair value approximates the carrying value of the Term Loan and note payable at March 31, 2012.

- 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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-Subparagraph a-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 17-22, 27, 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19207-110258

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13537-108611

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13433-108611

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13504-108611

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19296-110258

+ Details

Marketable Securities

3 Months Ended

Mar. 31, 2012

Marketable Securities

Marketable Securities

(5) Marketable Securities

A summary of marketable securities is shown below:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In thousands)
March 31, 2012
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	20,637	$	28	$	—	$	20,665
Maturing after one year through three years	21,837		117		4		21,950
Total U.S. government and municipal obligations	$	42,474	$	145	$	4	$	42,615
Corporate debt securities
Maturing in one year or less	$	19,219	$	17	$	1	$	19,235
Maturing after one year through three years	7,508		24		8		7,524
Total corporate debt securities	$	26,727	$	41	$	9	$	26,759
Total marketable securities	$	69,201	$	186	$	13	$	69,374

December 31, 2011
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	19,993	$	20	$	—	$	20,013
Maturing after one year through three years	10,808		122		6		10,924
Total U.S. government and municipal obligations	$	30,801	$	142	$	6	$	30,937
Corporate debt securities
Maturing in one year or less	$	5,817	$	3	$	4	$	5,816
Maturing after one year through three years	4,730		2		72		4,660
Total corporate debt securities	$	10,547	$	5	$	76	$	10,476
Total marketable securities	$	41,348	$	147	$	82	$	41,413

The Company classifies all of its marketable securities as current assets on the consolidated balance sheets because they are available-for-sale and available to fund current operations. The marketable securities held by the Company were high investment grade and there were no marketable securities that the Company considered to be other-than-temporarily impaired as of March 31, 2012.

Intangible Assets and Goodwill

3 Months Ended

Mar. 31, 2012

Intangible Assets and Goodwill

Intangible Assets and Goodwill

(6) Intangible Assets and Goodwill

Intangible assets, net of accumulated amortization, and goodwill are as follows:

		March 31, 2012							December 31, 2011
	Estimated Life	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
		(In thousands)
Intangible Assets:
IPR&D	Indefinite	$	11,800	—			$	11,800	$	11,800	—			$	11,800
Amgen Amendment	16 years	14,500		$	(2,242	)	12,258		14,500		$	(2,018	)	12,482
Core Technology	4.5 - 11 years	1,948		(1,374		)	574		1,948		(1,307		)	641
Total Intangible Assets		$	28,248	$	(3,616	)	$	24,632	$	28,248	$	(3,325	)	$	24,923
Goodwill	Indefinite	$	8,965	—			$	8,965	$	8,965	—			$	8,965

The IPR&D and Amgen Amendment intangible assets relate to the CDX-011 program and were acquired in connection with the Company’s acquisition of CuraGen Corporation in 2009. The Core Technology intangible asset primarily relates to the rindopepimut program and was acquired in connection with the Company’s acquisition of Alteris Therapeutics, Inc. in 2005.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Term Loan

3 Months Ended

Mar. 31, 2012

Term Loan

Term Loan

(7) Term Loan

In December 2010, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with MidCap Financial, LLC (MidCap) pursuant to which the Company borrowed $10 million (the “Term Loan”) from MidCap. In March 2011, as the Company had anticipated, the Company amended the Loan Agreement and borrowed an additional $5 million from General Electric Capital Corporation (GECC) (collectively with MidCap, the “Lenders”) to increase the amount owed under the Term Loan to $15 million. No additional advances are available under the Loan Agreement. The Term Loan accrues interest at a fixed annual interest rate equal to the greater of (i) the sum of (A) the LIBOR Rate (as defined in the Loan Agreement) plus (B) 6.25%; or (ii) a minimum rate of 9.50%. In September 2011, the Company exercised an option to extend the interest-only period by 6 months from October 1, 2011 to April 1, 2012. In March 2012, the Company amended the Loan Agreement to extend the maturity date from December 2013 to December 2014 in return for an upfront fee of $25,000 and an additional fee of $37,500 (the “Final Payment Fee”) due upon repayment of the Term Loan in full.

Interest on the Term Loan is payable monthly and principal is due, as amended, in 34 equal consecutive monthly installments commencing on April 1, 2012. All unpaid principal and accrued interest with respect to the Term Loan is due and payable on the earlier of (A) December 30, 2014 or (B) the date that the Term Loan otherwise becomes due and payable under the terms of the Loan Agreement. The Company may prepay all, but not less than all, of the Term Loan subject to a prepayment premium of 1% in year three and 2% in year two of the original principal amount of the Term Loan. There is no prepayment premium if the loan is paid off early in year four. The Company is also obligated to make a payment fee of $0.5 million (the “Payment Fee”) upon the earlier of (A) December 30, 2013 or (B) upon repayment of the Term Loan in full prior to December 30, 2013. The Company is accreting the Payment Fee ratably over the original term of the Term Loan to interest expense.

The obligations of the Company under the Loan Agreement are secured by a first priority lien upon and security interest in substantially all of the Company’s existing and after-acquired assets, excluding its intellectual property assets. Under the Loan Agreement, the Company is subject to specified affirmative and negative covenants customary for financings of this type. The Loan Agreement provides that, upon the occurrence of certain specified events of default customary for financings of this type, the Company’s obligations under the Loan Agreement may be automatically accelerated, whereupon the Company’s obligations under the Loan Agreement shall be immediately due and payable. At March 31, 2012, the Company believes it is in compliance with the Loan Agreement.

Interest expense on the Term Loan including the accretion of the Payment Fee and Final Payment Fee and amortization of the deferred financing costs was $0.4 million and $0.3 million for the three months ended March 31, 2012 and 2011, respectively.

Other Long-Term Liabilities

3 Months Ended

Mar. 31, 2012

Other Long-Term Liabilities

Other Long-Term Liabilities

(8) Other Long-Term Liabilities

Other long-term liabilities include the following:

	March 31, 2012			December 31, 2011
	(In thousands)
Deferred Rent	$	434		$	435
Net Deferred Tax Liability	4,661			4,661
Deferred Income from Sale of Tax Benefits	1,119			510
Loan Payable	512			527
Other	50			52
Total	6,776			6,185
Less Current Portion	(358		)	(219		)
Long-Term Portion	$	6,418		$	5,966

In January 2012 and 2011, the Company received approval from the New Jersey Economic Development Authority and agreed to sell New Jersey tax benefits worth $0.8 million and $0.6 million to an independent third party for $0.7 million and $0.5 million, respectively. Under the agreement, the Company must maintain a base of operations in NJ for five years or the tax benefits must be paid back on a pro-rata basis based on the number of years completed. During the three months ended March 31, 2012, the Company recorded $0.1 million to other income related to the sale of these tax benefits.

Stockholders' Equity

3 Months Ended

Mar. 31, 2012

Stockholders' Equity

Stockholders' Equity

(9) Stockholders’ Equity

In January 2011, the Company entered into a controlled equity offering sales agreement (the “Cantor Agreement”) with Cantor Fitzgerald & Co. (Cantor) pursuant to which the Company may issue and sell up to 5,000,000 shares of its common stock from time to time through Cantor, acting as agent. The Company agreed to pay Cantor a commission of up to 5% of the gross proceeds from each sale and to reimburse Cantor for certain expenses incurred in connection with entering into the Cantor Agreement. The Cantor Agreement terminates upon the sale of all 5,000,000 shares or upon ten day notice by either Cantor or the Company. During the year ended December 31, 2011, the Company sold 575,000 shares of common stock under the Cantor Agreement and raised $2.2 million in net proceeds, after deducting commission and offering expenses. During the three months ended March 31, 2012, the Company sold 2,450,000 shares of common stock under the Cantor Agreement and raised $8.5 million in net proceeds. Under the terms of the Cantor Agreement, the Company has the ability to sell up to 1,975,000 shares of its common stock upon the expiration or earlier waiver of the 90-day lock-up with the underwriters of the Company’s recent offering in February 2012.

During the three months ended March 31, 2012, the Company issued 12,075,000 shares of its common stock in an underwritten public offering, including the underwriter’s exercise of their full over-allotment option to purchase an additional 1,575,000 shares of common stock. The net proceeds to the Company were $43.4 million, after deducting underwriting fees and offering expenses.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

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-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
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-Section 08
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-Name Accounting Research Bulletin (ARB)
-Number 43
-Chapter 1
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Number 210
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
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-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
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-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
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-Name Accounting Standards Codification
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Reference 21: 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 22: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
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+ Details

Stock-Based Compensation

3 Months Ended

Mar. 31, 2012

Stock-Based Compensation

Stock-Based Compensation

(10) Stock-Based Compensation

A summary of stock option activity for the three months ended March 31, 2012 is as follows:

	Shares		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (In Years)
Options Outstanding at December 31, 2011	4,459,034		$	6.08	6.9
Granted	3,750		$	3.89
Exercised	—		—
Canceled	(150,785	)	$	8.43
Options Outstanding at March 31, 2012	4,311,999		$	6.00	6.9
Options Vested and Expected to Vest at March 31, 2012	4,272,976		$	6.03	6.9
Options Exercisable at March 31, 2012	2,868,567		$	7.09	6.0
Shares Available for Grant under the 2008 Plan	972,423

The weighted average grant-date fair value of stock options granted during the three months ended March 31, 2012 was $2.44.

A summary of restricted stock activity under the 2008 Plan for the three months ended March 31, 2012 is as follows:

	Shares		Weighted Average Grant Date Fair Value (per share)
Outstanding and unvested at December 31, 2011	6,000		$	3.24
Granted	—		—
Vested	(3,000	)	3.24
Canceled	—		—
Outstanding and unvested at March 31, 2012	3,000		$	3.24

Stock-based compensation expense for the three months ended March 31, 2012 and 2011 was recorded as follows:

	Three months ended March 31,
	2012		2011
	(In thousands)
Research and development	$	396	$	361
General and administrative	245		219
Total stock-based compensation expense	$	641	$	580

The fair values of employee stock options granted during the three months ended March 31, 2012 and 2011 were valued using the Black-Scholes option-pricing model with the following assumptions:

	Three months ended March 31,
	2012		2011
Expected stock price volatility	70	%	68	%
Expected option term	6.0 Years		6.0 Years
Risk-free interest rate	1.4	%	2.9	%
Expected dividend yield	None		None

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

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-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-Publisher FASB
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-Topic 718
-SubTopic 40
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-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

+ Details

Income Taxes

3 Months Ended

Mar. 31, 2012

Income Taxes

Income Taxes

(11) Income Taxes

Massachusetts, New Jersey and Connecticut are the three states in which the Company primarily operates or has operated and has income tax nexus. The Company is not currently under examination by any jurisdictions for any tax year.

The Company has evaluated the positive and negative evidence bearing upon the realizability of its net deferred tax assets, which are comprised principally of net operating loss carryforwards, capitalized R&D expenditures and R&D tax credit carryforwards. The Company has determined that it is more likely than not that it will not recognize the benefits of federal and state deferred tax assets and, as a result, a full valuation allowance was maintained at March 31, 2012 and December 31, 2011 against the Company’s net deferred tax assets.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
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+ Details