GALENA BIOPHARMA, INC., 10-K/A filed on 3/11/2016
Amended Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2015
Feb. 29, 2016
Jun. 30, 2015
Document Document And Entity Information [Abstract]
 
 
 
Entity Registrant Name
Galena Biopharma, Inc. 
 
 
Trading Symbol
GALE 
 
 
Entity Central Index Key
0001390478 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Document Type
10-K/A 
 
 
Document Period End Date
Dec. 31, 2015 
 
 
Document Fiscal Year Focus
2015 
 
 
Document Fiscal Period Focus
FY 
 
 
Amendment Flag
false 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Public Float
 
 
$ 275,097,000 
Entity Common Stock, Shares Outstanding
 
181,746,561 
 
CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Current assets:
 
 
Cash and cash equivalents
$ 29,730 
$ 23,650 
Restricted cash
401 
200 
Inventories
655 
Litigation settlement insurance recovery
21,700 
Prepaid expenses and other current assets
1,398 
1,237 
Current assets of discontinued operations
392 
27,013 
Total current assets
53,621 
52,100 
Equipment and furnishings, net
335 
285 
GALE-401 rights
9,255 
9,255 
In-process research and development
12,864 
12,864 
Goodwill
5,898 
5,897 
Deposits and other assets
171 
87 
Total assets
82,144 
80,488 
Current liabilities:
 
 
Accounts payable
1,597 
1,886 
Accrued expenses and other current liabilities
5,292 
8,885 
Litigation settlement payable
25,000 
Fair value of warrants potentially settleable in cash
14,518 
5,383 
Current portion of long-term debt
4,739 
3,910 
Current liabilities of discontinued operations
5,925 
7,169 
Total current liabilities
57,071 
27,233 
Deferred tax liability
5,418 
5,053 
Contingent purchase price consideration
6,142 
6,651 
Total long-term debt, net
4,492 
Total liabilities
68,631 
43,429 
Commitments and contingencies
   
   
Stockholders' equity:
 
 
Common stock, $0.0001 par value; 275,000,000 shares authorized, 162,581,753 shares issued and 161,906,753 shares outstanding at December 31, 2015; 200,000,000 shares authorized, 130,146,341 shares issued and 129,471,341 shares outstanding at December 31, 2014
15 
12 
Additional paid-in capital
296,730 
256,377 
Accumulated deficit
279,383 
215,481 
Less treasury shares at cost, 675,000 shares
(3,849)
(3,849)
Total stockholders’ equity
13,513 
37,059 
Total liabilities and stockholders’ equity
$ 82,144 
$ 80,488 
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Dec. 31, 2015
Dec. 31, 2014
Statement of Financial Position [Abstract]
 
 
Preferred stock, par value (usd per share)
$ 0.0001 
$ 0.0001 
Preferred stock, shares authorized
5,000,000 
5,000,000 
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (usd per share)
$ 0.0001 
$ 0.0001 
Common stock, shares authorized
275,000,000 
125,000,000 
Common stock, shares issued
162,581,753 
110,100,701 
Common stock, shares outstanding
161,906,753 
109,425,701 
Treasury stock, shares
675,000 
675,000 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Costs and expenses:
 
 
 
Research and development
$ 23,611 
$ 27,674 
$ 20,424 
General and administrative
10,609 
16,226 
8,065 
Total operating expenses
34,220 
43,900 
28,489 
Operating loss
(34,220)
(43,900)
(28,489)
Non-operating income (expense):
 
 
 
Litigation settlement
(5,282)
Gain (loss) on warrant derivative liability
1,162 
16,556 
(44,001)
Interest expense, net
(760)
(1,110)
(807)
Other income
509 
170 
3,022 
Total non-operating income (expense), net
(4,371)
15,616 
(41,786)
Loss from continuing operations before income taxes
(38,591)
(28,284)
(70,275)
Income tax expense
365 
1,052 
Loss from continuing operations
(38,956)
(28,284)
(71,327)
Loss from discontinued operations
(24,946)
(8,322)
(5,351)
Net loss
(63,902)
(36,606)
(76,678)
Net loss per common share:
 
 
 
Basic and diluted per share, continuing operations (usd per share)
$ (0.25)
$ (0.24)
$ (0.79)
Basic and diluted loss per share, discontinued operations (usd per share)
$ (0.16)
$ (0.07)
$ (0.06)
Basic and diluted net loss per share (usd per share)
$ (0.41)
$ (0.31)
$ (0.85)
Weighted-average common shares outstanding: basic and diluted
155,264,729 
119,388,366 
90,181,501 
Comprehensive loss
 
 
 
Net loss
(63,902)
(36,606)
(76,678)
Reclassification of unrealized gain upon sale of marketable securities
(2,678)
Tax effect of reclassification of unrealized gain upon sale of marketable securities
1,052 
Total comprehensive loss
$ (63,902)
$ (36,606)
$ (78,304)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $)
Total
September 2013 Common Stock Offering [Member]
Long-term Debt Financing [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Additional Paid-in Capital [Member]
September 2013 Common Stock Offering [Member]
Additional Paid-in Capital [Member]
Long-term Debt Financing [Member]
Accumulated Other Comprehensive Income [Member]
Accumulated Deficit [Member]
Treasury Stock [Member]
Beginning balance at Dec. 31, 2012
$ 27,756,000 
 
 
$ 8,000 
$ 132,168,000 
 
 
$ 1,626,000 
$ (102,197,000)
$ (3,849,000)
Beginning balance, shares at Dec. 31, 2012
 
 
 
83,595,837 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, shares
 
 
 
20,125,000 
 
 
 
 
 
 
Issuance of common stock
37,539,000 
 
 
2,000 
37,537,000 
 
 
 
 
 
Common stock warrants issued in connection with common stock offering
 
(8,238,000)
351,000 
 
 
(8,238,000)
351,000 
 
 
 
Issuance of common stock upon exercise of warrants, shares
 
 
 
5,320,669 
 
 
 
 
 
 
Issuance of common stock upon exercise of warrants
22,064,000 
 
 
 
22,064,000 
 
 
 
 
 
Issuance of common stock in settlement of contingent purchase price consideration, shares
 
 
 
492,988 
 
 
 
 
 
 
Issuance of common stock in settlement of contingent purchase price consideration
1,247,000 
 
 
 
1,247,000 
 
 
 
 
 
Issuance of common stock in connection with employee stock purchase plan, shares
 
 
 
52,532 
 
 
 
 
 
 
Issuance of common stock in connection with employee stock purchase plan
163,000 
 
 
 
163,000 
 
 
 
 
 
Issuance of common stock in exchange for services, shares
 
 
 
99,998 
 
 
 
 
 
 
Issuance of common stock in exchange for services
211,000 
 
 
 
211,000 
 
 
 
 
 
Stock based compensation for directors and employees
1,886,000 
 
 
 
1,886,000 
 
 
 
 
 
Stock based compensation for services
644,000 
 
 
 
644,000 
 
 
 
 
 
Reclassification of unrealized gain upon the sale of marketable securities, net of tax of $1,052
(1,626,000)
 
 
 
 
 
 
(1,626,000)
 
 
Exercise of stock options, shares
 
 
 
413,677 
 
 
 
 
 
 
Exercise of stock options
567,000 
 
 
 
567,000 
 
 
 
 
 
Net loss
(76,678,000)
 
 
 
 
 
 
 
(76,678,000)
 
Ending balance at Dec. 31, 2013
5,886,000 
 
 
10,000 
188,600,000 
 
 
(178,875,000)
(3,849,000)
Ending balance, shares at Dec. 31, 2013
 
 
 
110,100,701 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, shares
1,400,000.0 
 
 
6,633,008 
 
 
 
 
 
 
Issuance of common stock
10,705,000 
 
 
1,000 
10,704,000 
 
 
 
 
 
Issuance of common stock under milestone achievement, shares
4,381,215 
 
 
 
 
 
 
 
 
 
Issuance of common stock under milestone achievement
9,340,000 
 
 
 
 
 
 
 
 
 
Issuance of common stock upon exercise of warrants, shares
 
 
 
5,467,027 
 
 
 
 
 
 
Issuance of common stock upon exercise of warrants
37,742,000 
 
 
1,000 
37,741,000 
 
 
 
 
 
Issuance of common stock in connection with employee stock purchase plan, shares
 
 
 
114,630 
 
 
 
 
 
 
Issuance of common stock in connection with employee stock purchase plan
263,000 
 
 
 
263,000 
 
 
 
 
 
Stock based compensation for directors and employees
5,253,000 
 
 
 
5,253,000 
 
 
 
 
 
Stock based compensation for services
134,000 
 
 
 
134,000 
 
 
 
 
 
Exercise of stock options, shares
 
 
 
3,449,760 
 
 
 
 
 
 
Exercise of stock options
4,342,000 
 
 
 
4,342,000 
 
 
 
 
 
Net loss
(36,606,000)
 
 
 
 
 
 
 
(36,606,000)
 
Ending balance at Dec. 31, 2014
37,059,000 
 
 
12,000 
256,377,000 
 
 
(215,481,000)
(3,849,000)
Ending balance, shares at Dec. 31, 2014
 
 
 
130,146,341 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, shares
1,400,000.0 
 
 
32,158,685 
 
 
 
 
 
 
Issuance of common stock
47,416,000 
 
 
3,000 
47,413,000 
 
 
 
 
 
Common stock warrants issued in connection with common stock offering
 
(10,296,000)
 
 
 
(10,296,000)
 
 
 
 
Issuance of common stock in connection with employee stock purchase plan, shares
471,869 
 
 
231,312 
 
 
 
 
 
 
Issuance of common stock in connection with employee stock purchase plan
309,000 
 
 
 
309,000 
 
 
 
 
 
Stock based compensation for directors and employees
2,896,000 
 
 
 
2,896,000 
 
 
 
 
 
Exercise of stock options, shares
39,000 
 
 
45,415 
 
 
 
 
 
 
Exercise of stock options
31,000 
 
 
 
31,000 
 
 
 
 
 
Net loss
(63,902,000)
 
 
 
 
 
 
 
(63,902,000)
 
Ending balance at Dec. 31, 2015
$ 13,513,000 
 
 
$ 15,000 
$ 296,730,000 
 
 
$ 0 
$ (279,383,000)
$ (3,849,000)
Ending balance, shares at Dec. 31, 2015
 
 
 
162,581,753 
 
 
 
 
 
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Statement of Stockholders' Equity [Abstract]
 
 
 
Tax effect of reclassification of unrealized gain upon sale of marketable securities
$ 0 
$ 0 
$ 1,052 
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Cash flows from operating activities:
 
 
 
Net loss
$ (38,956)
$ (28,284)
$ (71,327)
Adjustment to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization expense
355 
362 
286 
Gain on sale of marketable securities
(3,911)
Deferred taxes
365 
 
1,052 
Non-cash stock-based compensation
1,931 
4,666 
2,307 
Litigation settlement payable in common stock
1,000 
Fair value of common stock issued in exchange for services
211 
Change in fair value of common stock warrants
(1,161)
(16,556)
44,001 
Change in fair value of contingent consideration
(509)
(170)
926 
Changes in operating assets and liabilities:
 
 
 
Prepaid expenses and other assets
(245)
(1,078)
437 
Litigation settlement insurance recovery
(21,700)
Litigation settlement payable
24,000 
Accounts payable
(289)
(21)
(69)
Accrued expenses and other current liabilities
(3,593)
4,044 
2,811 
Net cash used in continuing operating activities
(38,802)
(37,037)
(23,276)
Net loss from discontinued operations
(24,946)
(8,322)
(5,351)
Loss on sale of commercial assets
4,549 
Impairment charge from classification of assets held for sale
8,071 
Changes in operating assets and liabilities attributable to discontinued operations
2,968 
2,490 
(302)
Net cash used in discontinued operating activities
(9,358)
(5,832)
(5,653)
Net cash used in operating activities
(48,160)
(42,869)
(28,929)
Cash flows from investing activities:
 
 
 
Change in restricted cash
(201)
 
(99)
Cash paid for acquisition of GALE-401
(2,415)
Purchase of short-term investments
3,911 
Cash paid for purchase of equipment and furnishings
(153)
(57)
(320)
Net cash used in continuing investing activities
(354)
(2,472)
3,492 
Net proceeds received from sale of commercial assets
11,283 
Cash paid for commercial assets
(534)
(3,056)
(15,532)
Net cash used in discontinued investing activities
10,749 
(3,056)
(15,532)
Net cash provided by (used in) investing activities
10,395 
(5,528)
(12,040)
Cash flows from financing activities:
 
 
 
Net proceeds from issuance of common stock
47,416 
10,704 
37,539 
Net proceeds from exercise of stock options
31 
4,342 
567 
Proceeds from exercise of warrants
10,717 
7,815 
Proceeds from common stock issued in connection with ESPP
309 
263 
163 
Net proceeds from issuance of long-term debt
9,865 
Principal payments on long-term debt
(3,911)
(1,766)
Net cash provided by financing activities
43,845 
24,260 
55,949 
Net increase in cash and cash equivalents
6,080 
(24,137)
14,980 
Cash and cash equivalents at the beginning of period
23,650 
47,787 
 
Cash and cash equivalents at end of period
29,730 
23,650 
47,787 
Supplemental disclosure of cash flow information:
 
 
 
Cash received during the periods for interest
18 
15 
19 
Cash paid during the periods for interest
541 
800 
547 
Supplemental disclosure of non-cash investing and financing activities:
 
 
 
Fair value of warrants issued in connection with common stock recorded as cost of equity
10,296 
 
8,238 
Reclassification of warrant liabilities upon exercise
 
27,026 
14,249 
Common stock issued in settlement of contingent purchase price consideration
 
 
1,247 
Change in fair value of marketable securities before settlement
 
(2,678)
Issuance of common stock in settlement of GALE-401 milestone
6,840 
Fair value of shares issued to acquire Zuplenz rights
2,500 
Future obligations for Zuplenz rights included in accrued expenses
$ 0 
$ 2,716 
$ 0 
CONSOLIDATED STATEMENTS OF CASH FLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Statement of Cash Flows [Abstract]
 
Cash excluding from net assets acquired
$ 168 
Business and Basis of Presentation
Business and Basis of Presentation
Business and Basis of Presentation

Overview

Galena Biopharma, Inc. (“we,” “us,” “our,” “Galena” or the “Company”) is a biopharmaceutical company committed to the development and commercialization of targeted oncology therapeutics that address major unmet medical needs. Galena’s development portfolio is focused primarily on addressing the rapidly growing patient populations of cancer survivors by harnessing the power of the immune system to prevent cancer recurrence. The Company’s pipeline consists of multiple mid- to late-stage clinical assets, including novel cancer immunotherapy programs led by NeuVax™ (nelipepimut-S), GALE-301 and GALE-302. NeuVax is currently in a pivotal, Phase 3 breast cancer clinical trial with several concurrent Phase 2 trials ongoing both as a single agent and in combination with other therapies. GALE-301 is in a Phase 2a clinical trial in ovarian and endometrial cancers and in a Phase 1b clinical trial given sequentially with GALE-302.

We are seeking to build value for shareholders through pursuit of the following objectives:
Develop novel cancer immunotherapies to address unmet medical needs through the use of peptide-based vaccines targeting well-established tumor antigens. One of our key strategies is to target the adjuvant setting in patients with higher risk of recurrence, who had their primary treatment for cancer and have no evidence of disease, and are more likely to benefit from treatment via immunotherapy. Our immunotherapy programs are currently targeting two key areas: secondary prevention intended to significantly decrease the risk of disease recurrence in breast, gastric, and ovarian cancers; and primary prevention intended to cease or delay ductal carcinoma in situ (DCIS) from becoming invasive breast cancer.
Expand our development pipeline by enhancing the clinical and geographic footprint of our technologies. We intend to accomplish this through the initiation of new clinical trials and potentially through acquisition of additional oncology programs.
Leverage partnerships and collaborations, as well as investigator-sponsored trial arrangements, to maximize the scope of potential clinical opportunities in a cost effective and efficient manner.
Focus our resources on our valuable and expanding clinical development programs. On November 19, 2015 we sold our Abstral® (fentanyl) Sublingual Tablets product and related assets and on December 24, 2015 we sold Zuplenz (ondansetron) Oral Soluble Film product and related assets, and as of December 31, 2015, we ceased our commercial operations.

Basis of Presentation and Significant Accounting Policies

The accompanying consolidated financial statements included herein have been prepared by Galena pursuant to the generally accepted accounting principles (GAAP). Unless the context otherwise indicates, references in these notes to the “Company,” “we,” “us” or “our” refer (i) to Galena, our wholly owned subsidiary, Apthera, Inc., or “Apthera,” and our wholly owned subsidiary, Mills Pharmaceuticals, Inc. or "Mills."

Discontinued Operations - As described in Note 17, during the quarter ended September 30, 2015 the Company met the relevant criteria for reporting the commercial operations as held for sale and in discontinued operations, pursuant to FASB Topic 205-20, Presentation of Financial Statements - Discontinued Operations, and FASB Topic 360, Property, Plant, and Equipment. The Company generally considers assets to be held for sale when (i) the transaction has been approved by the board of directors or management vested with authority to approve the transaction, (ii) the assets are available for immediate sale in their present condition, (iii) the company has initiated an active program to locate a buyer and other actions required to complete the plan to sell the assets, (iv) consummation of the transaction is probable, (v) the assets are being actively marketing for sale at a price that is reasonable in relation to the current fair value, and (vi) the transaction is expected to qualify for recognition as a completed sale, within one year. Following the classification of property and equipment for sale, the Company discontinues depreciating the asset and writes down the asset to the lower of the carrying value or fair market value, if needed. During the quarter ended December 31, 2015, the Company completed the sale of the commercial products and the related assets.

Uses of Estimates in Preparation of Financial Statements — The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

Principles of Consolidation — The consolidated financial statements include the accounts of Galena and its wholly owned subsidiaries. All material intercompany accounts have been eliminated in consolidation.

Reclassifications — Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications had no effect on net loss per share.

Cash and Cash Equivalents — The Company considers all highly liquid debt instruments with an original maturity of 90 days or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts and demand deposits.

Restricted Cash — Restricted cash consists of certificates of deposit on hand with the Company’s financial institutions as collateral for its corporate credit cards.

Fair Value of Financial Instruments — The carrying amounts reported in the balance sheet for cash equivalents, marketable securities, accounts receivable, accounts payable, and capital leases approximate their fair values due to their short-term nature and market rates of interest.

Accounts Receivable - The Company maintains credit limits for all customers based upon several factors, including but not limited to financial condition and stability, payment history, published credit reports and use of credit references. Management performs analysis to evaluate accounts receivables to ensure recorded amounts reflect estimated net realizable value. Accounts receivable are classified as current assets held for sale as detailed in Note 17.

Inventories — Inventories are stated at the lower of cost or market value and are determined using the first-in, first-out ("FIFO") method. Inventories consist of Abstral work-in-process and finished goods. The Company had entered into manufacturing and supply agreements for the manufacture and packing of Abstral finished goods. As of December 31, 2014, the Company had inventories of $655,000, consisting of $455,000 of work-in-process and $200,000 of finished goods. As of December 31, 2015, the Company had no inventory on hand with the sale of our commercial assets in the fourth quarter of 2015. Inventories are classified as current assets of discontinued operations as detailed in Note 17.

Equipment and Furnishings — Equipment and furnishings are stated at cost and depreciated using the straight-line method based on the estimated useful lives (generally three to five years for equipment and furniture) of the related assets.

Goodwill and Intangible Assets — Goodwill and indefinite-lived intangible assets are not amortized but are tested annually for impairment at the reporting unit level, or more frequently if events and circumstances indicate impairment may have occurred. Factors the company considers important that could trigger an interim review for impairment include, but are not limited to, the following:
Significant changes in the manner of its use of acquired assets or the strategy for its overall business;
Significant negative industry or economic trends;
Significant decline in stock price for a sustained period; and
Significant decline in market capitalization relative to net book value.

Goodwill and other intangible assets with indefinite lives are evaluated for impairment first by a qualitative assessment to determine the likelihood of impairment. If it is determined that impairment is more likely than not, the Company will then proceed to the two step impairment test. The first step is to compare the fair value of the reporting unit to the carrying amount of the reporting unit (the “First Step”). If the carrying amount exceeds the fair value, a second step must be followed to calculate impairment (the “Second Step”). Otherwise, if the fair value of the reporting unit exceeds the carrying amount, the goodwill is not considered to be impaired as of the measurement date. In its review of the carrying value of the goodwill for its single reporting unit and its indefinite-lived intangible assets, the Company determines fair values of its goodwill using the market approach, and its indefinite-lived intangible assets using the income approach.

Intangible assets not considered indefinite-lived are reviewed for impairment when facts or circumstances suggest that the carrying value of these assets may not be recoverable. The Company’s policy is to identify and record impairment losses, if necessary, on intangible product rights when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.

The company performed its review for impairment using the qualitative assessment for both goodwill and indefinite-lived intangible assets, and has determined that there has been no impairment to these assets as of December 31, 2015.

Assets and Liabilities of Discontinued Operations (Held for Sale) -

Contingent Purchase Price Consideration — Contingent consideration is recorded at the estimated fair value as of the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period with any adjustments in fair value included in our consolidated statement of comprehensive loss.

Revenue Recognition - The Company recognized revenue from the sale of Abstral. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred and title has passed, (iii) the price is fixed or determinable and (iv) collectability is reasonably assured.

We sold Abstral product in the United States to wholesale pharmaceutical distributors and retail pharmacies, or collectively, our "customers," subject to rights of return. During the year ended December 31, 2013, we began recognizing Abstral product sales at the time title transfers to our customer, and providing for an estimate of future product returns. Revenue from product sales is recorded net of provisions for estimated returns, prompt pay discounts, wholesaler discounts, rebates, chargebacks, patient assistance program rebates and other deductions as needed. Net revenue is included in discontinued operations as detailed in Note 17.

Returns - The Company estimates future returns based on historical return information, as well as information regarding prescription information and sell-through trends, in relation to the estimated amount of product in the sales channels and product expiration dates. The allowance for returns is recorded as a reduction to revenue in the period in which the revenue is recognized, with a corresponding allowance against accounts receivable.

Product Sales Discounts and Allowances - The Company recognizes revenue at the point of sale to its wholesale pharmaceutical distributors and retail pharmacies and the allowances for product returns, rebates and allowances are recognized at the point of sale. The Company is required to make significant judgments and estimates in determining some of these allowances. If actual results differ from its estimates, the Company will be required to make adjustments to these allowances in the future.

Prompt Pay Discounts - As an incentive for prompt payment, the Company offers a cash discount to customers, generally 2% of gross sales. The Company expects that all customers will comply with the contractual terms to earn the discount. The Company records the discount as an allowance against accounts receivable and a reduction of revenue.

Wholesaler Discounts - The Company offers discounts to certain wholesalers and distributors based on contractually determined rates. The Company accrues the discount as a reduction of receivables due from the wholesalers upon shipment to the respective wholesale distributors and retail pharmacies and recognizes the discount as a reduction of revenue in the same period the related revenue is recognized.

Rebates - The Company participates in certain rebate programs, which provide discounted prescriptions to members of group purchasing organizations and specialty pharmacies. Under these rebate programs, the Company pays a rebate to the third-party administrator of the program, generally two to three months after the quarter in which prescriptions subject to the rebate are filled. The Company estimates and accrues these rebates based on current contract prices, historical and estimated future percentages of product sold to qualifying member pharmacies and estimated levels of inventory in the distribution channel. Rebates are recognized as a reduction in the period that the related revenue is recognized.

Chargebacks - The Company provides discounts primarily to authorized users of the Federal Supply Schedule (FSS) of the General Services Administration under an FSS contract negotiated by the Department of Veterans Affairs and various organizations under Medicaid or Medicare contracts and regulations. These entities purchase products from the wholesale distributors at a discounted price, and the wholesale distributors then charge back to the Company the difference between the current retail price and the price the entity paid for the product. The Company estimates and accrues chargebacks based on estimated wholesaler inventory levels, current contract prices and historic chargeback activity. Chargebacks are recognized as a reduction of revenue in the period the related revenue is recognized.

Patient Assistance Programs - The Company offers discount card programs to patients for Abstral in which patients receive discounts on their Abstral prescriptions that are reimbursed by the company. The Company estimates the total amount that will be recognized based on a percentage of actual redemption applied to inventory in the distribution and retail channel and recognizes the discount as a reduction of revenue and as an other current liability in the same period the related revenue is recognized.

Acquisitions and In-Licensing — For all in-licensed products and technologies, we perform an analysis to determine whether we hold a variable interest or a controlling financial interest in a variable interest entity. On the basis of our interpretations and conclusions, we determine whether the acquisition falls under the purview of variable interest entity accounting and if so, consider the necessity to consolidate the acquisition. As of December 31, 2015, we determined there were no variable interest entities required to be consolidated.

We also perform an analysis to determine if the assets and liabilities acquired in an acquisition qualify as a "business." The excess of the purchase price over the fair value of the net assets acquired can only be recognized as goodwill in a business combination.

The acquisition of the Abstral U.S. rights has been accounted for as an asset acquisition and not a business combination. The purchase price, including transaction costs, was recorded as an intangible asset related to the license and distribution rights acquired in the transaction. No other significant assets or liabilities were acquired or assumed in the transaction. The license and distribution rights will be amortized over ten years in a pattern based on our Abstral sales projections. The acquisition of the Zuplenz U.S. rights has been accounted for as a business combination. Refer to Note 14 for further information regarding the acquisition of Abstral U.S. rights and Zuplenz U.S. rights.

Patents and Patent Application Costs — Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as incurred.

Legal Fees and Insurance Recoveries — There can be a significant time lag between the time that legal fees are incurred and the insurance reimbursement available to offset the related costs. The legal costs are recorded in the period they are incurred, and the insurance recoveries for those costs are recorded in the period when the insurance reimbursement is deemed probable.

Share-based Compensation — The Company follows the provisions of the FASB ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees, non-employee directors, and consultants, including stock options and warrants. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.

For stock options and warrants granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of FASB ASC Topic 505-50 (“ASC 505-50”), “ Equity Based Payments to Non- Employees.” Non-employee option and warrant grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period prior to vesting, the value of these options and warrants, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of the company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options and warrants granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested.

Research and Development Expenses — Research and development costs are expensed as incurred. Included in research and development costs are wages, benefits and other operating costs, facilities, supplies, external services and overhead related to our research and development departments, and clinical trial expenses.

Clinical trial expenses include direct costs associated with contract research organizations ("CROs"), as well as patient-related costs at sites at which our trials are being conducted.

Direct costs associated with our CROs are generally payable on a time and materials basis, or when certain enrollment and monitoring milestones are achieved. Expense related to a milestone is recognized in the period in which the milestone is achieved or in which we determine that it is more likely than not that it will be achieved.

The invoicing from clinical trial sites can lag several months. We accrue these site costs based on our estimate of upfront set-up costs upon the screening of the first patient at each site, and the patient related costs based on our knowledge of patient enrollment status at each site.

Income Taxes — The Company recognizes liabilities or assets for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with FASB ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”). These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. ASC 740-10 requires that a valuation allowance be established when management determines that it is more likely than not that all or a portion of a deferred asset will not be realized. The Company evaluates the realizability of its net deferred income tax assets and valuation allowances as necessary, at least on an annual basis. During this evaluation, the company reviews its forecasts of income in conjunction with other positive and negative evidence surrounding the realizability of its deferred income tax assets to determine if a valuation allowance is required. Adjustments to the valuation allowance will increase or decrease the company’s income tax provision or benefit. The recognition and measurement of benefits related to the company’s tax positions requires significant judgment, as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. Differences between actual results and the company’s assumptions or changes in the company’s assumptions in future periods are recorded in the period they become known.

For the years ended December 31, 2015 and 2013, we recognized income tax of $365,000 and $1,052,000, respectively. There was no income tax expense or benefit for the year ended December 31, 2014. We continue to maintain a full valuation allowance against our net deferred tax assets.

Concentrations of Credit Risk — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances in several accounts with two banks, which at times are in excess of federally insured limits. As of December 31, 2015, the company’s cash equivalents were invested in money market mutual funds. The Company’s investment policy does not allow investment in any debt securities rated less than “investment grade” by national ratings services. The Company has not experienced any losses on its deposits of cash and cash equivalents. As of December 31, 2015, we had approximately $30,432,000 in interest-bearing accounts above federally insured limits.

Comprehensive Loss — Comprehensive loss consists of our net loss and other comprehensive income related to the unrealized gain (loss), net of tax, on our marketable securities, which were classified as available-for-sale.
Recently Adopted Accounting Pronouncements
Recently Adopted Accounting Pronouncements
Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606, or ASU 2014-09. ASU 2014-09 establishes the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The accounting standards update also requires significantly expanded quantitative and qualitative disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2016, which is effective for the Company for the year ending December 31, 2017. The Company is currently evaluating the impact that the implementation of ASU 2014-09 will have on the Company’s financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, or ASU 2014-15. ASU 2014-15 will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. Earlier adoption is permitted. The Company is not early adopting ASU 2014-15. The Company is currently evaluating the impact that the implementation of ASU 2014-15 will have on the Company’s financial statements, and the actual impact will be dependent upon the Company’s liquidity and the nature or significance of future events or conditions that exist upon adopting the updated standard.

In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, or ASU 2015-01. ASU 2015-01 eliminates from GAAP the concept of extraordinary items. ASU 2015-01 is effective for fiscal years and interim periods beginning after December 15, 2015. Early adoption is permitted. The Company does not expect that the adoption of ASU 2015-01 will have a material impact on its financial statements.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes or ASU 2015-17. ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent on the balance sheet. Previous guidance required deferred tax liabilities and assets to be separated into current and noncurrent amounts on the balance sheet. The guidance will become effective for us beginning in the first quarter of 2017 and may be applied either prospectively or retrospectively. Early adoption is permitted. At the time of adoption, we will reclassify current deferred tax amounts on our Consolidated Balance Sheets as noncurrent. We are evaluating the impact of the method of adoption of this standard on our Consolidated Financial Statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) or ASU 2016-01, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019 and early adoption is not permitted. The Company does not believe the adoption of the new financial instruments standard will have a material impact on its consolidated financial statements.
Fair Value Measurements
Fair Value Measurements
Fair Value Measurements

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) for the Company’s financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and are re-measured and reported at fair value at least annually using a fair value hierarchy that is broken down into three levels. Level inputs are defined as follows:
Level 1 — quoted prices in active markets for identical assets or liabilities.
Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.
Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

The Company categorized its cash equivalents and marketable securities as Level 1 inputs. The valuations for Level 1 were determined based on a “market approach” using quoted prices in active markets for identical assets. Valuation of these assets does not require a significant degree of judgment. The Company categorized its warrants potentially settleable in cash as Level 2 inputs. The warrants are measured at market value on a recurring basis and are being marked to market each quarter-end until they are completely settled. The warrants are valued using an appropriate pricing model, using assumptions consistent with our application of ASC 718. The contingent purchase price consideration is categorized as Level 3 inputs and is measured at its estimated fair value on a recurring basis and is adjusted at each quarter-end until it is completely settled. The contingent price consideration is valued based on the expected timing of milestones, the expected probability of success for each milestone and discount rates based on a corporate debt interest rate index publicly issued.

The following tables present information about our assets and liabilities measured at fair value on a recurring basis in the condensed consolidated balance sheets (in thousands):
 
 
December 31, 2015
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
29,171

 
$
29,171

 
$

 
$

Total assets measured and recorded at fair value
$
29,171

 
$
29,171

 
$

 
$

Liabilities:
 
 
 
 
 
 
 
Warrants potentially settleable in cash
$
14,518

 
$

 
$
14,518

 
$

Contingent purchase price consideration
6,142

 

 

 
6,142

Total liabilities measured and recorded at fair value
$
20,660

 
$

 
$
14,518

 
$
6,142


 
December 31, 2014
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
19,477

 
$
19,477

 
$

 
$

Total assets measured and recorded at fair value
$
19,477

 
$
19,477

 
$

 
$

Liabilities:
 
 
 
 
 
 
 
Warrants potentially settleable in cash
$
5,383

 
$

 
$
5,383

 
$

Contingent purchase price consideration
6,651

 

 

 
6,651

Total liabilities measured and recorded at fair value
$
12,034

 
$

 
$
5,383

 
$
6,651



The company has not transferred any financial instruments into or out of Level 3 classification during the years ended December 31, 2015 or 2014. A reconciliation of the beginning and ending Level 3 liabilities for the years ended December 31, 2015 and 2014 is as follows (in thousands):
 
 
Fair Value
Measurements
Using Significant
Unobservable
Inputs
(Level 3)
Balance, January 1, 2014
$
6,821

Change in the estimated fair value of the contingent purchase price consideration
(170
)
Balance, December 31, 2014
6,651

Change in the estimated fair value of the contingent purchase price consideration
(509
)
Balance at December 31, 2015
$
6,142



The fair value of the contingent purchase price consideration is measured at the end of each reporting period using Level 3 inputs in a probability-weighted, discounted cash-outflow model. The significant unobservable assumptions include the probability of achieving each milestone, the date we expect to reach the milestone, and a determination of present value factors used to discount future expected cash outflows.
RXi Spin-off
RXi Spin-off
RXi Spin-off

On September 24, 2011, the Company entered into a contribution agreement with our former subsidiary, RXi Pharmaceuticals Corporation, or “RXi,” pursuant to which we assigned and contributed to RXi substantially all of the company’s RNAi-related technologies and assets. The contributed assets consisted primarily of our novel RNAi compounds and licenses relating to our RNAi technologies, as well as the lease of our Worcester, Massachusetts laboratory facility, fixed assets and other equipment located at the facility and our employment arrangements with certain scientific, corporate and administrative personnel who became employees of RXi. The Company also contributed $1.5 million of cash to the capital of RXi.

Pursuant to the contribution agreement, RXi assumed certain accrued expenses of our former RXI-109 development program and all subsequent obligations under the contributed licenses, employment arrangements and other agreements. RXi also has agreed to make future milestone payments to us of up to $45 million, consisting of two one-time payments of $15 million and $30 million, respectively, if RXi achieves annual net sales equal to or greater than $500 million and $1 billion, respectively, of any covered products that may be developed with the contributed RNAi technologies.

The Company agreed in the securities purchase agreement to distribute to our stockholders on a share-for-share basis a total of approximately 66,959,894 RXi shares, which distribution was made in April 2012. The Company retained 33,476,595 shares of common stock of RXi, which were subject to a one-year lock-up period that expired on April 27, 2013. On July 24, 2013, RXi effected a 1-for-30 reverse stock split of its outstanding shares of common stock, including RXi shares held by the Company. The Company fully liquidated its position in RXi common stock during the year ended December 31, 2013, the Company sold 1,115,887 RXi shares, on a post-split basis, for total proceeds of $3,911,000, which is included in other income as realized gains on sale of marketable securities. There were no shares sold during the years ended December 31, 2015 and 2014.

The Company classified the RXi activities for previously reported periods as discontinued operations in the consolidated statements of comprehensive loss retroactively for all periods presented. The net assets of RXi were removed from the consolidated balance sheet as of the date of the spin-off, and were recorded as an equity distribution.
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

 
December 31,
 
2015
 
2014
Clinical development expense
$
3,294

 
$
6,967

Compensation and related benefits
1,535

 
1,040

Professional fees
435

 
821

Interest expense
28

 
57

Accrued expenses and other current liabilities
$
5,292

 
$
8,885

Long-term Debt
Long-term Debt
Long-term Debt

On May 8, 2013 we entered into a loan and security agreement with Oxford Finance LLC, as collateral agent, and related lenders under which we may borrow up to $15 million (the “Loan”) in two tranches. We borrowed $10 million on May 8, 2013. The Loan payments included 12 months of interest-only payments at the fixed coupon rate of 8.45%, followed by 30 months of amortization of principal and interest until maturity in November 2016. In connection with the Loan, we paid the lender a 1% cash facility fee and a 5.5% cash final payment and granted to the lenders seven-year warrants to purchase up to 182,186 shares of our common stock at an exercise price of $2.47, which equaled a 20-day average market price of our common stock prior to the date of the grant.

As of December 31, 2015, future schedule principal payments to be made on long-term debt are as follows (in thousands):
2016 Principal Payments
 
$
4,254

Add - 5.5% cash final payment (less Unamortized debt issuance costs)
 
485

Carrying value of long-term debt
 
$
4,739

Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies

Legal Proceedings

On December 3, 2015, we agreed in principle to resolve and settle the consolidated shareholder derivative action, In re Galena Biopharma, Inc. Derivative Litigation, Civil Action No. 3:14-cv-00382-SI, currently pending in the United States District Court for the District of Oregon against us and certain of our current and former officers and directors. The settlement will not become effective until approved by the Court. The settlement includes a payment of $15 million in cash by our insurance carriers, which we will use to fund a portion of the class action settlement, and cancellation of 1,200,000 outstanding director stock options. The settlement also will require that we adopt and implement certain corporate governance measures and will provide that the plaintiffs’ counsel may apply to the court for an award of attorneys’ fees and expenses up to $5 million. Any fees and expenses awarded by the court to the plaintiffs’ counsel will be paid by our insurance carriers. The settlement will not include any admission of wrongdoing or liability on the part of us or the individual defendants and will include a full release of us and the individual defendants in connection with the allegations made in the consolidated federal derivative actions and state court derivative actions.

On December 3, 2015, we also agreed in principal to resolve and settle the securities putative class action lawsuit, In re Galena Biopharma, Inc. Securities Litigation, Civil Action No. 3:14-cv-00367-SI, pending against us, certain of our current and former officers and directors and other defendants in the United States District Court for the District of Oregon. The agreement, which is subject to shareholder notice and Court approval, provides for a settlement payment of $20 million to the class and the dismissal of all claims against us and the other defendants in connection with the consolidated federal securities class actions. Of the $20 million settlement payment to the class, $16.7 million will be paid by our insurance carriers and $3.3 million will be paid by us through a combination of $2.3 million in cash and $1 million in shares of our common stock. In addition to the $3.3 million payable accrued as of December 31, 2015 the company paid $2.0 million in December 2015 in attorney fees outstanding as a condition of the settlement. We will be responsible for defense costs and any settlements or judgments incurred for any related opt-out lawsuits.

The litigation settlement is summarized as follow (in thousands)
 
Amount
Class action settlement
$
20,000

Derivative settlement
5,000

Total settlement payable
25,000

 
 
Payable by the insurance carriers
21,700

Payable by the company in cash
2,300

Payable by the company in common stock
1,000

Total settlement payable
$
25,000



Commitments

The Company acquires assets still in development and enters into research and development arrangements with third parties that often require milestone and royalty payments based on the progress of the asset through development stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency. In certain agreements, the Company is required to make royalty payments based upon a percentage of the sales. Because of the contingent nature of these payments, they are not included in the table of contractual obligations shown below.

These arrangements may be material individually, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations. In addition, these arrangements often give the Company the discretion to unilaterally terminate development of the product, which would allow the company to avoid making the contingent payments; however, the company is unlikely to cease development if the compound successfully achieves clinical testing objectives. The Company’s contractual obligations that may require future cash payments as of December 31, 2015 are as follows (in thousands):

 
Operating
Leases(1)
 
Non-Cancelable
Employment
Agreements(2)
 
Subtotal
 
Cancelable
License
Agreements(3)
 
Total
2016
$
316

 
$
850

 
$
1,166

 
$
350

 
$
1,516

2017
323

 

 
323

 
350

 
673

2018
316

 

 
316

 
350

 
666

2019
251

 

 
251

 
4,200

 
4,451

2020 and thereafter
236

 

 
236

 
2,965

 
3,201

Total
$
1,442

 
$
850

 
$
2,292

 
$
8,215

 
$
10,507


(1) 
Operating leases are primarily facility and equipment related obligations with third party vendors. Operating lease expenses during the years ended December 31, 2015, 2014, and 2013 were approximately $116,000, $72,000 and $77,000, respectively.
(2) 
Employment agreement obligations include management contracts, as well as scientific advisory board member compensation agreements. Certain agreements, which have been revised from time to time, provide for minimum salary levels, adjusted annually at the discretion of the Compensation Committee, as well as for minimum bonuses that are payable.
(3) 
License agreements generally relate to the company’s obligations with The Board of Regents, University of Texas and Henry M. Jackson Foundation for our oncology therapies. The company continually assesses the progress of its licensed technology and the progress of its research and development efforts as it relates to its licensed technology and may terminate with notice to the licensor at any time. In the event these licenses are terminated, no amounts will be due.

The Company applies the disclosure provisions FASB ASC Topic 460 (“ASC 460”), “ Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," to its agreements that contain guarantee or indemnification clauses. TheCompany provides (i) indemnifications of varying scope and size to certain investors and other parties for certain losses suffered or incurred by the indemnified party in connection with various types of third-party claims and (ii) indemnifications of varying scope and size to officers and directors against third party claims arising from the services they provide to us. These indemnifications give rise only to the disclosure provisions of ASC 460. To date, the Company has not incurred costs as a result of these obligations and does not expect to incur material costs in the future. Accordingly, the Company has not accrued any liabilities in its financial statements related to these indemnifications.
Stockholders' Equity
Stockholders' Equity
Stockholders’ Equity

Preferred Stock — The Company has authorized up to 5,000,000 shares of preferred stock, $0.0001 par value per share, for issuance. The preferred stock will have such rights, privileges and restrictions, including voting rights, dividend conversion rights, redemption privileges and liquidation preferences, as shall be determined by the Company’s board of directors upon its issuance. To date, the Company has not issued any preferred shares.

Common Stock — The Company has authorized up to 275,000,000 shares of common stock, $0.0001 par value per share, for issuance. Shares of common stock are reserved as follows:

September 2013 Underwritten Public Offering - On September 18, 2013 the Company closed an underwritten public offering of 17,500,000 units at a price to the public of $2.00 per unit for gross proceeds of $35 million (the "September 2013 Offering"). Each unit consists of one share of common stock, and a warrant to purchase 0.35 of a share of common stock at an exercise price of $2.50 per share. The offering included an over-allotment option for the underwriters to purchase an additional 2,625,000 shares of common stock and/or warrants up to 918,750 share of common stock. On September 23, 2013, the underwriters exercised their over-allotment option in full. The additional gross proceeds to the company as a result of the full exercise of the over-allotment option were approximately $5.2 million. The total net proceeds of the September 2013 offering, including the exercise of the over-allotment option, were $37.5 million, after deducting underwriting discounts and commissions and offering expenses payable by the company.

November 2014 Purchase Agreement with Lincoln Park Capital, LLC - On November 18, 2014, the Company entered into a purchase agreement with Lincoln Park Capital, LLC (LPC), pursuant to which the Company has the right to sell to LPC up to $50 million in shares of the Company's common stock, subject to certain limitations and conditions over the 36 month term of the purchase agreement. Pursuant to the purchase agreement, LPC initially purchased 2.5 million shares of the Company's common stock at $2.00 per share and the Company issued 631,221 shares of common stock to LPC as a commitment fee, which was recorded as a cost of capital. As a result of this initial issuance, the Company received initial net proceeds of $4.9 million, after deducting commissions and other offering expenses. In addition to the LPC’s initial purchase of our common stock under the purchase agreement, during 2014, we received net proceeds of $8.5 million from LPC’s subsequent purchases of a total of 4.6 million shares of our common stock, excluding the commitment fee shares.

At Market Issuance Sales Agreements - On May 24, 2013 the Company entered into At Market Issuance Sales Agreements (ATM) with MLV & Co. LLC and Maxim Group LLC (the Agents). From time to time during the term of the ATM, we may issue and sell through the Agents, shares of our common stock, and the Agents collect a fee equal to 3% of the gross proceeds from the sale of shares, up to a total limit of $20 million in gross proceeds. The ATM is available to the Company until it is terminated by the Agents or the Company. During the year ended December 31, 2015 we received $2.3 million by issuing 1.4 million shares of our common stock. During the year ended December 31, 2014, we received $2.3 million in net proceeds from the sale of 1.4 million shares of our common stock through the ATM. There were no sales of our common stock under the ATM in 2013. On December 4, 2015 we replenished the ATM limit up to $20 million in gross proceeds available for future sales of our common stock.

March 2015 Underwritten Public Offering - On March 18, 2015 the Company closed an underwritten public offering of 24,358,974 units at a price to the public of $1.56 per unit for gross proceeds of $38 million (the "March 2015 Offering"). Each unit consists of one share of common stock, and a warrant to purchase 0.50 of a share of common stock at an exercise price of $2.08 per share. The March 2015 Offering included an over-allotment option for the underwriters to purchase an additional 3,653,846 shares of common stock and/or warrants to purchase up to 1,826,923 shares of common stock. On March 18, 2015, the underwriters exercised their over-allotment option to purchase warrants to purchase an aggregate of 1,826,923 shares of common stock. On April 10, 2015, the underwriters exercised their over-allotment option to purchase 3,653,846 shares of common stock for additional net proceeds of $5.4 million. The total net proceeds of the March 2015 Offering, including the exercise of the over-allotment option to purchase the warrants, were $40.8 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company.

Other Equity Transactions — During 2013, the Company issued a total of 492,988 shares of common stock to the holders of the Company's outstanding contingent value rights holders for a milestone payment with a total fair market value of $1,247,000.
Stock Based Compensation
Stock Based Compensation
Stock-Based Compensation

Options to Purchase Shares of Common Stock — The Company follows the provisions ASC 718, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors and consultants, including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.

For stock options and warrants granted in consideration for services rendered by non-employees, the company recognizes compensation expense in accordance with the requirements of ASC Topic 505-50. Non-employee option and warrant grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period prior to vesting, the value of these options and warrants, as calculated using the Black-Scholes option-pricing model, is being re-measured using the fair value of the company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options and warrants granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options and warrants are fully vested.

The following table summarizes the components of stock-based compensation expense in the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2015, 2014, and 2013 (in thousands):

 
2015
 
2014
 
2013
Research and development
$
350

 
$
484

 
$
754

General and administrative
1,591

 
4,903

 
2,150

Total stock-based compensation
$
1,941

 
$
5,387

 
$
2,904



The company uses the Black-Scholes option-pricing model and the following weighted-average assumptions to determine the fair value of all its stock options granted:
 
 
2015
 
2014
 
2013
Risk free interest rate
1.67
%
 
2.01
%
 
1.57
%
Volatility
73.97
%
 
79.37
%
 
77.98
%
Expected lives (years)
6.16

 
6.16

 
6.25

Expected dividend yield
0.00
%
 
0.00
%
 
0.00
%


The weighted-average fair value of options granted during the years ended December 31, 2015 and 2014 was $1.07 and $1.74 per share, respectively.

The company’s expected common stock price volatility assumption is based upon the volatility of a basket of comparable companies. The expected life assumptions for employee grants were based upon the simplified method provided for under ASC 718-10, which averages the contractual term of the Company’s options of ten years with the average vesting term of four years for an average of six years. The expected life assumptions for non-employees were based upon the contractual term of the option. The dividend yield assumption is zero, because the Company has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was also based upon prevailing short-term interest rates. The Company has estimated an annualized forfeiture rate of 15% for options granted to its employees, 8% for options granted to senior management and zero for non-employee directors. The Company will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior expense if the actual forfeiture rates are higher than estimated.

 
As of December 31, 2015, there was $5,662,000 of unrecognized compensation cost related to outstanding options that is expected to be recognized as a component of the Company’s operating expenses over a weighted-average period of 2.85 years.

As of December 31, 2015, an aggregate of 26,500,000 shares of common stock were reserved for issuance under the Company’s 2007 Incentive Plan, including 13,262,000 shares subject to outstanding common stock options granted under the plan and 8,177,000 shares available for future grants. The administrator of the plan determines the times when an option may become exercisable. Vesting periods of options granted to date have not exceeded four years. The options generally will expire, unless previously exercised, no later than ten years from the grant date.

The following table summarizes option activity of the company:
 
 
Total
Number of
Shares
(In Thousands)
 
Weighted
Average
Exercise
Price
Outstanding at December 31, 2014
8,590

 
$
3.25

Granted
6,743

 
1.63

Exercised
(39
)
 
0.79

Cancelled
(2,032
)
 
2.31

Outstanding at December 31, 2015
13,262

 
$
2.58

Options exercisable at December 31, 2015
7,192

 
$
3.22



The weighted average remaining contractual life of options outstanding as of December 31, 2015, 2014, and 2013 was 7.63, 7.35, and 8.09, respectively. The weighted average remaining contractual life of options exercisable as of December 31, 2015, 2014, and 2013 was 6.20, 6.51, and 6.76, respectively.

The aggregate intrinsic value of outstanding options as of December 31, 2015, 2014, and 2013 was $539,000, $610,000, and $30,537,000, respectively. The aggregate intrinsic value of exercisable options as of December 31, 2015, 2014, and 2013 was $518,000, $509,000, and $16,376,000, respectively. The aggregate intrinsic value is calculated based on the positive difference between the closing fair market value of the Company's common stock and the exercise price of the underlying options.

The aggregate intrinsic value of options exercised during the years ended December 31, 2015, 2014, and 2013 was $37,000, $13,429,000, and $890,000 respectively.

Employee Stock Purchase Plan — The Company also has an employee stock purchase plan (“ESPP”) which allows employees to contribute up to 15% of their cash earnings, subject to certain maximums, to be used to purchase shares of our common stock on each semi-annual purchase date. The purchase price is equal to 85% of the market value per share on either the first or last day of the semi-annual period, whichever is lower. Our ESPP is non-compensatory pursuant to the provisions of generally accepted accounting principles for share-based compensation expense. The ESPP contains an “evergreen provision” with annual increases in the number of shares available for issuance on the first day of each year through January 1, 2015 equal to the lesser of: (a) 250,000 shares increased on each anniversary of the adoption of the Plan by 1% of the total shares of stock then outstanding and (b) 1,000,000 shares. As of December 31, 2015, an aggregate of 528,131 shares of common stock were authorized and available for future issuance under the ESPP. The company has issued 471,869 shares under the ESPP through December 31, 2015.
Restricted Stock Units — In addition to options to purchase shares of common stock, the Company may grant restricted stock units (“RSU”) as part of its compensation package. If granted, each RSU would be granted at the fair market value of the Company's common stock on the date of grant. Vesting is determined on a grant-by-grant basis.
Warrants
Warrants
Warrants

The following is a summary of warrant activity for the years ended December 31, 2015 and 2014 (in thousands):
 
 
March
2015
Warrants
 
September
2013
Warrants
 
December
2012
Warrants
 
April 2011
Warrants
 
Other Warrant Issuances
 
Consultant
and Oxford Warrants
 
Total
Outstanding, January 1, 2014

 
6,442

 
4,917

 
1,158

 
1,444

 
889

 
14,850

Granted

 

 

 

 

 
300

 
300

Exercised

 
(2,469
)
 
(1,886
)
 
(543
)
 
(327
)
 
(469
)
 
(5,694
)
Expired

 

 

 

 
(916
)
 

 
(916
)
Outstanding, December 31, 2014

 
3,973

 
3,031

 
615

 
201

 
720

 
8,540

Granted
14,006

 

 

 

 

 

 
14,006

Expired

 

 

 

 

 
(238
)
 
(238
)
Outstanding, December 31, 2015
14,006

 
3,973

 
3,031

 
615

 
201

 
482

 
22,308

Expiration
March 2020
 
September 2018
 
December 2017
 
April 2017
 
Varies 2014-2016
 
Varies 2014-2020
 
 


Warrants consist of warrants potentially settleable in cash, which are liability-classified warrants, and equity-classified warrants.

Warrants classified as liabilities

Liability-classified warrants consist of warrants to purchase common stock issued in connection with equity financings in March 2015, September 2013, December 2012, April 2011, March 2011, March 2010 and August 2009. These warrants are potentially settleable in cash and were determined not to be indexed to our common stock.

The estimated fair value of outstanding warrants accounted for as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the consolidated statement of comprehensive loss as other income (expense). The fair value of the warrants is estimated using an appropriate pricing model with the following inputs:
 
 
As of December 31, 2015
 
March
2015
Warrants
 
September
2013
Warrants
 
December
2012
Warrants
 
April 2011
Warrants
 
March
2011
Warrants
 
March
2010
Warrants
Strike price
$
2.08

 
$
2.50

 
$
1.83

 
$
0.65

 
$
0.65

 
$
2.02

Expected term (years)
4.22

 
2.72

 
1.98

 
1.31

 
0.18

 
0.24

Volatility %
75.85
%
 
74.70
%
 
76.37
%
 
65.60
%
 
47.98
%
 
71.41
%
Risk-free rate %
1.58
%
 
1.24
%
 
1.05
%
 
0.77
%
 
%
 
%
 
 
As of December 31, 2014
 
September
2013
Warrants
 
December
2012
Warrants
 
April 2011
Warrants
 
March
2011
Warrants
 
March
2010
Warrants
Strike price
$
2.50

 
$
1.90

 
$
0.65

 
$
0.65

 
$
2.15

Expected term (years)
3.72

 
2.98

 
2.31

 
1.18

 
1.24

Volatility %
75.60
%
 
76.85
%
 
78.24
%
 
77.38
%
 
77.12
%
Risk-free rate %
1.30
%
 
1.09
%
 
0.80
%
 
0.32
%
 
0.35
%


The Company’s expected volatility is based on a combination of implied volatilities of similar publicly traded entities. The expected life assumption is based on the remaining contractual terms of the warrants. The risk-free rate is based on the zero coupon rates in effect at the time of valuation. The dividend yield used in the pricing model is zero, because the company has no present intention to pay cash dividends.

The changes in fair value of the warrant liability for the years ended December 31, 2015 and 2014 were as follows (in thousands):
 
 
March
2015
Warrants
 
September
2013
Warrants
 
December
2012
Warrants
 
April 2011
Warrants
 
Other Warrant Issuances
 
Total
Warrant liability, January 1, 2014
$

 
$
22,950

 
$
18,060

 
$
5,069

 
$
2,886

 
$
48,965

Fair value of warrants granted

 

 

 

 

 

Fair value of warrants exercised

 
(12,713
)
 
(10,086
)
 
(2,906
)
 
(1,321
)
 
(27,026
)
Change in fair value of warrants

 
(7,677
)
 
(5,947
)
 
(1,538
)
 
(1,394
)
 
(16,556
)
Warrant liability, December 31, 2014

 
2,560

 
2,027

 
625

 
171

 
5,383

Fair value of warrants granted
10,296

 

 

 

 

 
10,296

Fair value of warrants exercised

 

 

 

 

 

Change in fair value of warrants
41

 
(627
)
 
(462
)
 
(88
)
 
(25
)
 
(1,161
)
Warrant liability, December 31, 2015
$
10,337

 
$
1,933

 
$
1,565

 
$
537

 
$
146

 
$
14,518



Warrants classified as equity

Equity-classified warrants consist of warrants issued in connection with consulting services provided to us. Additionally, on May 8, 2013 as a part of our Loan financing, we granted Oxford Financial LLC warrants to purchase 182,186 shares of common stock at an exercise price of $2.47 per share, which equaled to the 20-day average market price of our common stock prior to the date of the grant. The warrants were valued using the Black Scholes model. The fair value assumptions for the grant included a volatility of 75.34%, expected term of seven years, risk free rate of 1.20%, and a dividend rate of 0.00%. The fair value of the warrants granted was $1.93 per share. These warrants are recorded in equity at fair value upon issuance, and not as liabilities, and are not subject to adjustment to fair value in subsequent reporting periods.
Other Income (Expense) (Notes)
Other Income (Expense)
Other Income

Other income is summarized as follows (in thousands):
 
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Realized gain on sale of marketable securities
 
$

 
$

 
$
3,911

Change in fair value of the contingent purchase price liability
 
509

 
170

 
(926
)
Miscellaneous other income
 

 

 
37

Total other income
 
$
509

 
$
170

 
$
3,022

Net Loss Per Share
Net Loss Per Share
Net Loss Per Share

The Company accounts for and discloses net loss per common share in accordance with FASB ASC Topic 260 “Earnings per Share.” Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all potential dilutive common shares outstanding. Potential common shares consist of shares issuable upon the exercise of stock options and warrants.

The following table sets forth the potentially dilutive common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive (in thousands):
 
 
December 31,
 
2015
 
2014
Warrants to purchase common stock
22,308

 
8,540

Options to purchase common stock
13,262

 
8,590

Total
35,570

 
17,130

Income Taxes
Income Taxes
Income Taxes
The components of federal and state income tax expense are as follows (in thousands):
 
 
 
As of December 31,
 
 
2015
 
2014
 
2013
Current
 
 
 
 
 
 
Federal
 
$

 
$

 
$

State
 

 

 

Total current
 

 

 

Deferred expense (benefit)
 
 
 
 
 
 
Federal
 
332

 

 
894

State
 
33

 

 
158

Total deferred
 
365

 

 
1,052

Total income tax expense (benefit)
 
$
365

 
$

 
$
1,052


The components of net deferred tax assets are as follows (in thousands):
 
 
 
As of December 31,
 
 
2015
 
2014
Net operating loss carryforwards
 
$
75,221

 
$
53,950

Tax credit carryforwards
 
3,866

 
3,590

Stock based compensation
 
5,050

 
4,676

Other
 
1,430

 
190

Licensing deduction deferral
 
9,910

 
8,919

Gross deferred tax assets
 
95,477

 
71,325

Valuation allowance
 
(95,477
)
 
(71,325
)
Net deferred tax asset
 
$

 
$


The components of net deferred tax liabilities are as follows (in thousands):
 
 
 
As of December 31,
 
 
2015
 
2014
In-process research and development not subject to future amortization for tax purposes
 
$
5,418

 
$
5,053

Gross deferred tax liability
 
$
5,418

 
$
5,053



The provision for income taxes differs from the provision computed by applying the federal statutory rate to net loss before income taxes as follows (in thousands):
 
 
 
As of December 31,
 
 
2015
 
2014
 
2013
Expected federal income tax benefit
 
$
(21,603
)
 
$
(12,447
)
 
$
(25,713
)
State income taxes after credits
 
(2,375
)
 
(1,283
)
 
(3,676
)
Unrealized gain on marketable securities
 

 

 
1,052

Changes in warrant value
 
(456
)
 
(6,503
)
 
17,283

Stock compensation
 
508

 
3,996

 
813

Effect of change in valuation allowance
 
24,029

 
17,275

 
11,408

Income tax credits
 
(276
)
 
(42
)
 
(240
)
Other
 
538

 
(996
)
 
125

 
 
$
365

 
$

 
$
1,052


The Company has incurred net operating losses from inception. At December 31, 2015, the Company had domestic federal and state net operating loss carryforwards of approximately $200.0 million and $183.5 million, respectively, available to reduce future taxable income, which expire at various dates beginning in 2015 through 2035. The Company also had federal and state research and development tax credit carryforwards of approximately $2.5 million and $2.1 million, respectively, available to reduce future tax liabilities and which expire at various dates beginning in 2023 through 2035. The income tax expense for the year ended December 31, 2015 relates to indefinite lived deferred tax liabilities. The income tax expense for the year ended December 31, 2013 relates to the realized gain on sale of marketable securities.
At December 31, 2015, approximately $1.4 million of the Company's net operating loss carryforwards were generated as a result of deductions related to the exercises of stock options. If utilized, this portion of the Company's carryforwards, as tax effected, will be accounted for as a direct increase to contributed capital rather than as a reduction of that year's provision for income taxes. Net operating loss carryforwards created by excess tax benefits from the exercise of stock options are not recorded as deferred tax assets. The deferred tax assets related to net operating losses have been accordingly reduced by $0.6 million for the year ended December 31, 2015.
Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss carryforwards and research and development credit carryforwards which could be utilized annually to offset future taxable income and taxes payable.
Based on an assessment of all available evidence including, but not limited to the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the Company has concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, as a result, a 100% deferred income tax valuation allowance has been recorded against these assets. The valuation allowance increased by $24.0 million and $17.4 million for the years ended December 31, 2015 and 2014, respectively.
The Company files income tax returns in the U.S. federal, Massachusetts, Colorado, California, Connecticut, Georgia, Oregon, and Texas jurisdictions. The Company is subject to tax examinations for the 2010 tax year and beyond. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. The Company has not incurred any interest or penalties. In the event that the Company is assessed interest or penalties at some point in the future, they will be classified in the financial statements as general and administrative expense.
License Agreements
License Agreements
License Agreements

As part of its business, the Company enters into licensing agreements with third parties that often require milestone and royalty payments based on the progress of the licensed asset through development and commercial stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency, and the Company may be required to make royalty payments based upon a percentage of net sales of the product. The expenditures required under these arrangements in any period may be material and are likely to fluctuate from period to period.

These arrangements sometimes permit the Company to unilaterally terminate development of the product and thereby avoid future contingent payments; however, the Company is unlikely to cease development if the compound successfully achieves clinical testing objectives.

In conjunction with the acquisition of NeuVaxTM, the Company acquired rights and assumed obligations under a license agreement among Apthera and The University of Texas M. D. Anderson Cancer Center (“MDACC”) and The Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc. (“HJF”) which grants exclusive worldwide rights to a U.S. patent covering the nelipepimut-S peptide and several U.S. and foreign patents and patent applications covering methods of using the peptide as a vaccine. Under the terms of this license, we are required to pay an annual maintenance fee of $200,000, we paid a milestone payment of $200,000 upon commencing the Phase 3 PRESENT trial of NeuVax and other clinical milestone payments, as well as royalty payments based on sales of NeuVax or other therapeutic products developed from the licensed technologies.

Effective December 3, 2012, we entered into a license and supply agreement with ABIC Marketing Limited, a subsidiary of Teva Pharmaceuticals (“ABIC”), under which we granted ABIC exclusive rights to seek marketing approval in Israel for our NeuVax product candidate for intradermal injection for the treatment of breast cancer following its approval by the FDA or the European Medicines Agency, and to market, sell and distribute NeuVax in Israel assuming such approval is obtained. ABIC’s rights also include a right of first refusal in Israel for all future indications for which NeuVax may be approved. Under the license and supply agreement, ABIC will assume responsibility for regulatory registration of NeuVax in Israel, provide financial support for local development, and commercialize the product in the region in exchange for making royalty payments to us based on future sales of NeuVax. ABIC also agrees in the license and supply agreement to purchase from us all supplies of NeuVax at a price determined according to a specified formula.

On March 18, 2013, we acquired Abstral® (fentanyl) sublingual tablets for sale and distribution in the United States from Orexo AB (ORX.ST), a specialty pharmaceutical company based in Sweden. Abstral has been approved by the U.S. Food and Drug Administration (FDA) and is a transmucosal immediate-release fentanyl (TIRF) product.
Under our agreement with Orexo, we assumed responsibility for the U.S. commercialization of Abstral and for all regulatory and reporting matters in the U.S. We also agreed to establish and maintain through 2015 a specified minimum commercial field force to market, sell and distribute Abstral and to use commercially reasonable efforts to reach the specified sales milestones. Orexo is entitled to reacquire the U.S. rights to Abstral from us for no consideration if we breach our obligations to establish and maintain the requisite sales force throughout the marketing period. We launched U.S. commercial sales of Abstral in the fourth quarter of 2013.

In exchange for the U.S. rights to Abstral, (1) we paid Orexo $10 million in March 2013 and a $5 million milestone payment in cash in October 2013 upon the approval by the FDA of a specified U.S. manufacturer of Abstral; and (2) we agreed to pay to Orexo: (a) three one-time future cash milestone payments based on our net sales of Abstral; and (b) a low double-digit royalty on future net sales. No further milestone or royalty payments will be due after the date on which all claims of the last remaining licensed patents expire (currently 2019) or become invalidated by a governmental agency.

On November 19, 2015, Galena Biopharma, Inc. (the “Company”) and Sentynl Therapeutics Inc., a Delaware corporation (“Sentynl”), entered into and closed upon an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to Sentynl and Sentynl agreed to purchase from the Company, certain assets of the Company related to and including its Abstral® (fentanyl) sublingual tablets product (“Abstral”). The assets sold and assigned to Sentynl pursuant to the Purchase Agreement included all of the Company’s rights and interests in the Asset Purchase Agreement by and between the Company and Orexo AB (“Orexo”) dated March 15, 2013, and the License Agreement by and between the Company and Orexo dated March 18, 2013 (collectively, the “Orexo Agreements”). The Company’s future obligations under the Orexo Agreements were assumed by Sentynl pursuant to such assignment. The Purchase Agreement further provides that the Company will continue to be responsible for any pre-closing liabilities and obligations related to Abstral, as well for certain channel liabilities related to Abstral for a period of time post-closing. In connection with the transactions contemplated by the Purchase Agreement, the Company assigned to Sentynl all of its rights to and interests in the Orexo Agreements. In connection with such assignment, Orexo released the Company from any future liabilities and obligations under the Orexo Agreements.
 
The total potential consideration payable to the Company under the Purchase Agreement is $12 million, comprised of an $8 million upfront payment and up to an aggregate of $4 million, consisting of two one-time payments based on Sentynl's achievement of "net sales" of Abstral in amounts ranging from $25 million to $35 million.

On January 12, 2014, we acquired worldwide rights to anagrelide controlled release (CR) formulation, which we renamed GALE-401, through our acquisition of Mills Pharmaceuticals, LLC ("Mills"), and Mills became a wholly owned subsidiary. GALE-401 contains the active ingredient anagrelide, an FDA-approved product that has been in use since the late 1990s for the treatment of myleoproliferative neoplasms (MPNs). Mills holds an exclusive license to develop and commercialize anagrelide CR formulation, pursuant to a license agreement with BioVascular, Inc. Under the terms of the license agreement, Mills has agreed to pay BioVascular, Inc. a mid-to-low single digit royalty on net revenue from the sale of licensed products as well as future cash milestone payments based on the achievement of specified regulatory milestones. We are responsible for patent prosecution and maintenance.

On July 17, 2014, we entered into a definitive license and supply agreement with MonoSol Rx, LLC (MonoSol) for the U.S. commercial rights to Zuplenz® (ondansetron) Oral Soluble Film, an FDA approved product in adult patients for the prevention of highly and moderately emetogenic chemotherapy-induced nausea and vomiting (CINV), radiotherapy-induced nausea and vomiting (RINV), and post-operative nausea and vomiting (PONV). Zuplenz is also approved for pediatric patients with moderately emetogenic CINV. In exchange for the U.S. rights to Zuplenz, in connection with the effectiveness of the license and transfer to us of the New Drug Application (NDA) for Zuplenz, we paid MonoSol a total of $5 million in cash and shares of our common stock. In addition to these payments, we agreed to pay MonoSol $0.5 million upon the earlier of (a) the occurrence of a specified managed care milestone and (b) December 31, 2014, (ii) $0.25 million within 30 days after MonoSol’s payment of applicable fees relating to the notice of allowance by the United States Patent and Trademark Office of a U.S. patent with composition claims covering Zuplenz that extend beyond 2028, (iii) future cash milestone payments of up to an aggregate of $16.5 million, consisting of six one-time payments based on our achievement of "net sales" of Zuplenz in amounts ranging from $20 million to $100 million, and (iv) a double-digit royalty on future “net sales.”

Under the terms of the license agreement, we assumed responsibility for the commercialization of Zuplenz and for all regulatory and reporting matters in the U.S. We also agreed in the license and supply agreement to use our best commercial efforts to begin commercializing Zuplenz in the U.S. on or before December 31, 2014 in accordance with a joint commercialization plan to be established by the company and MonoSol. We also agreed that, until net sales of Zuplenz exceed a specified minimum amount or a competing product has been approved by the FDA and is placed into the market for sale, we will maintain a specified minimum number of field sales force personnel on specified terms.
 
On December 17, 2015, Galena Biopharma, Inc. (the “Company”) and Midatech Pharma PLC, a public limited company organized under the laws of England and Wales (“Midatech”), entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to Midatech and Midatech agreed to purchase from the Company, certain assets of the Company related to and including its Zuplenz® (ondansetron) Oral Soluble Film (“Zuplenz”). The assets to be sold and assigned to Midatech pursuant to the Purchase Agreement include all of the Company’s rights and interests in the License and Supply Agreement by and between the Company and MonoSol Rx, LLC (“MonoSol”) dated July 17, 2014 (the “MonoSol License”). The Company’s future obligations under the MonoSol agreement will be assumed by Midatech pursuant to such assignment. The Purchase Agreement further provides that the Company will continue to be responsible for any pre-closing liabilities and obligations related to Zuplenz, as well for certain channel liabilities related to Zuplenz for a period of time post-closing. The transaction was completed on December 24, 2015.

The total potential consideration payable to the Company under the Purchase Agreement is $29.75 million, comprised of an $3.75 million upfront payment upon the closing and up to an aggregate of $26 million, consisting of four one-time payments based on Midatech's achievement of "net sales" of Zuplenz in amounts ranging from $12 million to $70 million.

Through a separate agreement with MonoSol entered into on December 16, 2015 (the “MonoSol License Amendment”), (i) the Company and MonSol agreed to amend the MonoSol License in order to reduce the number of field representatives that the Company is required to maintain with respect to Zuplenz, and (ii) the Company agreed to pay MonoSol $900,000 of the upfront fee payable to the Company under the Purchase Agreement and 20% of any future milestone payments received by the Company under the Purchase Agreement.

On December 24, 2015, the Company and Midatech closed upon the Purchase Agreement. In connection with the closing of the transactions contemplated by the Purchase Agreement, the Company assigned to Midatech all of its rights to and interests in the Company’s License and Supply Agreement, dated July 17, 2014 (the “MonoSol License”). As a result of such assignment, Midatech assumed all of the Company’s obligations under the MonoSol License.
Significant Customers and Concentration of Credit Risk
Significant Customer and Concentration of Credit Risk
Significant Customers and Concentration of Credit Risk

The company is engaged in the business of developing and commercializing pharmaceutical products. The company has recognized revenue from only one commercial product, Abstral, available in six dosing strengths, and all sales reported are in the United States.

The percentage of product sales to our customer that represented 10% or more of revenue in at least one of the periods presented, is as follows:
 
 
Year ended December 31,
 
 
2014
 
2013
Customer A
 
43
%
 
25
%
Customer B
 
18
%
 
6
%
Customer C
 
14
%
 
26
%
Customer D
 
11
%
 
34
%


There were no product sales during the year ended December 31, 2012.

The following accounts represented 10% or more of total accounts receivable in at least one of the periods presented:
 
 
December 31,
 
 
2014
 
2013
Customer A
 
24
%
 
25
%
Customer B
 
31
%
 
1
%
Customer C
 
16
%
 
11
%
Customer D
 
21
%
 
54
%
Related Party Transactions
Related Party Transactions
Related Party Transactions
Since 2011, the Company has retained TroyGould PC as outside corporate counsel. Sanford J. Hillsberg, the Chairman of the Company, is a senior lawyer with TroyGould PC. The Company incurred $577,000, $553,000, and $577,000 for services provided by TroyGould PC during the years ended December 31, 2015, 2014, and 2013, respctively. At December 31, 2015 and 2014 Galena owed $20,000 and $97,000, respectively, to TroyGould PC.
Employee Benefit Plan
Employee Benefit Plan
Employee Benefit Plan

The Company sponsors a 401(k) retirement savings plan (the “Plan”). Participation in the Plan is available to full-time employees who meet eligibility requirements. Eligible employees may defer a portion of their salary as defined by Internal Revenue Service regulations. The Company may make matching contributions on behalf of all participants in the 401(k) Plan in an amount determined by the Company’s board of directors. The Company may also make additional discretionary profit sharing contributions in amounts as determined by the Board of Directors, subject to statutory limitations. Matching and profit-sharing contributions, if any, are subject to a vesting schedule; all other contributions are at all times fully vested. The Company intends the 401(k) Plan, and the accompanying trust, to qualify under Sections 401(k) and 501 of the Internal Revenue Code so that contributions by employees to the 401(k) Plan, and income earned (if any) on plan contributions, are not taxable to employees until withdrawn from the 401(k) Plan, and so that the Company will be able to deduct its contributions, if any, when made. The trustee under the 401(k) Plan, at the direction of each participant, invests the assets of the 401(k) Plan in any of a number of investment options. The Company made matching contributions totaling $115,000 for the year ended December 31, 2015. For the years ending December 31, 2014 and 2013, the Company made matching contributions totaling $70,000 and $35,000, respectively
Selected Quarterly Financial Data (Unaudited)
Selected Quarterly Financial Data (Unaudited)
Selected Quarterly Financial Data (Unaudited)

The following amounts are in thousands, except per share amounts:

 
 
1st Quarter
 
2nd Quarter
 
3rd Quarter
 
4th Quarter
2015
 
 
 
 
 
 
 
 
Net revenue
 
$
2,750

 
$
3,382

 
$
2,166

 
$
1,436

Gross profit on net revenue (1)
 
$
2,357

 
$
2,914

 
$
1,454

 
$
1,229

Net loss
 
$
(10,537
)
 
$
(15,660
)
 
$
(18,026
)
 
$
(19,678
)
Net loss per share
 
$
(0.08
)
 
$
(0.10
)
 
$
(0.11
)
 
$
(0.12
)
 
 
 
 
 
 
 
 
 
2014
 
 
 
 
 
 
 
 
Net revenue
 
$
2,173

 
$
2,331

 
$
1,620

 
$
3,195

Gross profit on net revenue (1)
 
$
1,751

 
$
1,886

 
$
1,303

 
$
2,536

Net loss
 
$
(2,536
)
 
$
(19,941
)
 
$
(6,173
)
 
$
(7,506
)
Net loss per share
 
$
(0.02
)
 
$
(0.17
)
 
$
(0.05
)
 
$
(0.06
)
Discontinued Operations, Assets Held for Sale (Notes)
Discontinued Operations,Assets Held for Sale
Discontinued Operations

As part of the Company's strategic objective to focus its resources on its development pipeline, our management and board of directors decided and committed to pursue a plan to sell or otherwise divest the Company’s commercial business during the third quarter of 2015. The Company’s commercial business was comprised of two products: Abstral® (fentanyl) Sublingual Tablets and Zuplenz® (ondansetron) Oral Soluble Film. As described in Note 14, both products were sold in the fourth quarter of 2015.

The Company met the relevant criteria for reporting the commercial business as held for sale and in discontinued operations in the accompanying financial statements as of December 31, 2015 and 2014 and for the years then ended, pursuant to FASB Topic 205-20, Presentation of Financial Statements--Discontinued Operations, and FASB Topic 360, Property, Plant, and Equipment. The Company assessed the commercial business net asset group for impairment pursuant to FASB Topic 360, as discussed in Note 1, determining that the carrying value exceeded the fair value of the assets, therefore the company recorded a $8.1 million impairment charge as of September 30, 2015.

The Company entered into an agreement with a third party firm to assist the company with the divestiture of its commercial operations including identifying potential acquirers. Pursuant to the terms of the agreement, in the event the Company successfully completed a divestiture through the sale of its commercial operations to a third-party, the Company paid a success fee to the third party firm in an amount of $0.9 million, reimbursement for reasonable out-of-pocket expenses and agreed to pay 5% of realized future revenue and payment streams.

The Company entered into compensatory arrangements related to the divestiture of our commercial business with certain members of commercial management. Under the terms of these arrangements, if the Company met certain sales and margin numbers in the fourth quarter of 2015 and successfully completes a divestiture through sale of its commercial operations to a third-party, the Company paid a retention fee to the three employees in a combined total amount equal to $352,000 or 3% of cash consideration received as upfront payment in the transactions. These employees will also receive severance payments equal to one month’s salary for between four and seven months. In addition to these compensatory agreements loss from discontinued operations includes one-time termination benefits provided to employees that were part of the commercial business and did not accept employment opportunities at the companies who purchased Abstral and Zuplenz.

The following table describes the net proceeds from the sale and the assets and liabilities sold, net of selling costs (in thousands):

 
Sale of Abstral and related assets on November 19, 2015

 
Sale of Zuplenz and related assets on December 24, 2015

Net proceeds from sales
 
 
 
Total consideration
$
8,348

 
$
3,750

Less selling costs*
(815
)
 
(1,050
)
Proceeds from sale, net of selling costs
$
7,533

 
$
2,700

*Note selling costs related to the sale of Zuplenz and related assets are included in accrued liabilities and were paid in the first quarter of 2016.

In addition to the upfront proceeds received from the sale of Abstral and Zuplenz and their related assets, the Company is eligible to receive up to $30 million in future milestone payments based on future net revenue of the products. The additional consideration will be recognized in the period that the net revenue milestones are achieved.

The following table presents a reconciliation of the carrying amounts of assets and liabilities of the commercial operations to assets held for sale in the balance sheets (in thousands):
 
2015
 
2014
Carrying amounts of assets included as part of discontinued operations:
Accounts receivable
$
392

 
$
1,535

Inventories

 
655

Prepaid expenses and other current assets

 
1,747

Equipment and furnishings, net

 
270

Abstral rights, net

 
14,533

Zuplenz rights

 
8,101

Goodwill

 
172

Total current assets of discontinued operations
$
392

 
$
27,013

 
 
 
 
Carrying amounts of liabilities included as part of discontinued operations:
Accounts payable
$
1,491

 
$
385

Accrued expenses and other current liabilities
4,434

 
6,784

Total current liabilities of discontinued operations
$
5,925

 
$
7,169


The following table represents the components attributable to the commercial business in 2015, 2014, and 2013 that are presented in the consolidated statements of comprehensive loss as discontinued operations (in thousands):
 
2015
 
2014
 
2013
Net revenue
$
9,734

 
$
9,319

 
$
2,487

Cost of revenue
(1,780
)
 
(1,403
)
 
(520
)
Amortization of certain acquired intangible assets
(921
)
 
(440
)
 
(131
)
Research and development
(355
)
 
(680
)
 
(651
)
Selling, general, and administrative
(17,655
)
 
(15,118
)
 
(6,536
)
Impairment charge form classification as held for sale
(8,071
)
 

 

Loss on sale of commercial business assets
(4,549
)
 

 

Severance and exit costs
(1,349
)
 

 

Loss from discontinued operations
$
(24,946
)
 
$
(8,322
)
 
$
(5,351
)
Subsequent Events
Subsequent Events
Subsequent Events

The Company evaluated all events or transactions that occurred after December 31, 2014 up through the date these financial statements were issued. Other than as disclosed elsewhere in the notes to the condensed consolidated financial statements, the Company did not have any material recognizable or unrecognizable subsequent events.

January 2016 Underwritten Public Offering - On January 12, 2016 the cCompany closed an underwritten public offering of 19,772,727 units at a price to the public of $1.10 per unit for gross proceeds of $21.8 million (the January 2016 Offering"). Each unit consists of one share of common stock, and a warrant to purchase 0.60 of a share of common stock at an exercise price of $1.42 per share. The January 2016 Offering included an over-allotment option for the underwriters to purchase an additional 2,965,909 shares of common stock and/or warrants to purchase up to 1,779,545 shares of common stock. On January 12, 2016, the underwriters exercised their over-allotment option to purchase warrants to purchase an aggregate of 1,779,545 shares of common stock. The underwriters did not exercise their over-allotment option to purchase 2,965,909 shares of our common stock. The total net proceeds of the January 2016 Offering, including the exercise of the over-allotment option to purchase the warrants, were $20.1 million, after deducting underwriting discounts and commissions and offering expense payable by the company.
Business and Basis of Presentation (Policies)
Discontinued Operations - As described in Note 17, during the quarter ended September 30, 2015 the Company met the relevant criteria for reporting the commercial operations as held for sale and in discontinued operations, pursuant to FASB Topic 205-20, Presentation of Financial Statements - Discontinued Operations, and FASB Topic 360, Property, Plant, and Equipment. The Company generally considers assets to be held for sale when (i) the transaction has been approved by the board of directors or management vested with authority to approve the transaction, (ii) the assets are available for immediate sale in their present condition, (iii) the company has initiated an active program to locate a buyer and other actions required to complete the plan to sell the assets, (iv) consummation of the transaction is probable, (v) the assets are being actively marketing for sale at a price that is reasonable in relation to the current fair value, and (vi) the transaction is expected to qualify for recognition as a completed sale, within one year. Following the classification of property and equipment for sale, the Company discontinues depreciating the asset and writes down the asset to the lower of the carrying value or fair market value, if needed. During the quarter ended December 31, 2015, the Company completed the sale of the commercial products and the related assets.
Uses of Estimates in Preparation of Financial Statements — The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.
Principles of Consolidation — The consolidated financial statements include the accounts of Galena and its wholly owned subsidiaries. All material intercompany accounts have been eliminated in consolidation.
Reclassifications — Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications had no effect on net loss per share.
Cash and Cash Equivalents — The Company considers all highly liquid debt instruments with an original maturity of 90 days or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts and demand deposits.
Restricted Cash — Restricted cash consists of certificates of deposit on hand with the Company’s financial institutions as collateral for its corporate credit cards
Fair Value of Financial Instruments — The carrying amounts reported in the balance sheet for cash equivalents, marketable securities, accounts receivable, accounts payable, and capital leases approximate their fair values due to their short-term nature and market rates of interest.
Accounts Receivable - The Company maintains credit limits for all customers based upon several factors, including but not limited to financial condition and stability, payment history, published credit reports and use of credit references. Management performs analysis to evaluate accounts receivables to ensure recorded amounts reflect estimated net realizable value. Accounts receivable are classified as current assets held for sale as detailed in Note 17.
Inventories — Inventories are stated at the lower of cost or market value and are determined using the first-in, first-out ("FIFO") method. Inventories consist of Abstral work-in-process and finished goods. The Company had entered into manufacturing and supply agreements for the manufacture and packing of Abstral finished goods. As of December 31, 2014, the Company had inventories of $655,000, consisting of $455,000 of work-in-process and $200,000 of finished goods. As of December 31, 2015, the Company had no inventory on hand with the sale of our commercial assets in the fourth quarter of 2015. Inventories are classified as current assets of discontinued operations as detailed in Note 17.
Equipment and Furnishings — Equipment and furnishings are stated at cost and depreciated using the straight-line method based on the estimated useful lives (generally three to five years for equipment and furniture) of the related assets.
Goodwill and Intangible Assets — Goodwill and indefinite-lived intangible assets are not amortized but are tested annually for impairment at the reporting unit level, or more frequently if events and circumstances indicate impairment may have occurred. Factors the company considers important that could trigger an interim review for impairment include, but are not limited to, the following:
Significant changes in the manner of its use of acquired assets or the strategy for its overall business;
Significant negative industry or economic trends;
Significant decline in stock price for a sustained period; and
Significant decline in market capitalization relative to net book value.

Goodwill and other intangible assets with indefinite lives are evaluated for impairment first by a qualitative assessment to determine the likelihood of impairment. If it is determined that impairment is more likely than not, the Company will then proceed to the two step impairment test. The first step is to compare the fair value of the reporting unit to the carrying amount of the reporting unit (the “First Step”). If the carrying amount exceeds the fair value, a second step must be followed to calculate impairment (the “Second Step”). Otherwise, if the fair value of the reporting unit exceeds the carrying amount, the goodwill is not considered to be impaired as of the measurement date. In its review of the carrying value of the goodwill for its single reporting unit and its indefinite-lived intangible assets, the Company determines fair values of its goodwill using the market approach, and its indefinite-lived intangible assets using the income approach.

Intangible assets not considered indefinite-lived are reviewed for impairment when facts or circumstances suggest that the carrying value of these assets may not be recoverable. The Company’s policy is to identify and record impairment losses, if necessary, on intangible product rights when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.

The company performed its review for impairment using the qualitative assessment for both goodwill and indefinite-lived intangible assets, and has determined that there has been no impairment to these assets as of December 31, 2015.
Contingent Purchase Price Consideration — Contingent consideration is recorded at the estimated fair value as of the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period with any adjustments in fair value included in our consolidated statement of comprehensive loss.

Revenue Recognition - The Company recognized revenue from the sale of Abstral. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred and title has passed, (iii) the price is fixed or determinable and (iv) collectability is reasonably assured.

We sold Abstral product in the United States to wholesale pharmaceutical distributors and retail pharmacies, or collectively, our "customers," subject to rights of return. During the year ended December 31, 2013, we began recognizing Abstral product sales at the time title transfers to our customer, and providing for an estimate of future product returns. Revenue from product sales is recorded net of provisions for estimated returns, prompt pay discounts, wholesaler discounts, rebates, chargebacks, patient assistance program rebates and other deductions as needed. Net revenue is included in discontinued operations as detailed in Note 17.

Returns - The Company estimates future returns based on historical return information, as well as information regarding prescription information and sell-through trends, in relation to the estimated amount of product in the sales channels and product expiration dates. The allowance for returns is recorded as a reduction to revenue in the period in which the revenue is recognized, with a corresponding allowance against accounts receivable.

Product Sales Discounts and Allowances - The Company recognizes revenue at the point of sale to its wholesale pharmaceutical distributors and retail pharmacies and the allowances for product returns, rebates and allowances are recognized at the point of sale. The Company is required to make significant judgments and estimates in determining some of these allowances. If actual results differ from its estimates, the Company will be required to make adjustments to these allowances in the future.

Prompt Pay Discounts - As an incentive for prompt payment, the Company offers a cash discount to customers, generally 2% of gross sales. The Company expects that all customers will comply with the contractual terms to earn the discount. The Company records the discount as an allowance against accounts receivable and a reduction of revenue.

Wholesaler Discounts - The Company offers discounts to certain wholesalers and distributors based on contractually determined rates. The Company accrues the discount as a reduction of receivables due from the wholesalers upon shipment to the respective wholesale distributors and retail pharmacies and recognizes the discount as a reduction of revenue in the same period the related revenue is recognized.

Rebates - The Company participates in certain rebate programs, which provide discounted prescriptions to members of group purchasing organizations and specialty pharmacies. Under these rebate programs, the Company pays a rebate to the third-party administrator of the program, generally two to three months after the quarter in which prescriptions subject to the rebate are filled. The Company estimates and accrues these rebates based on current contract prices, historical and estimated future percentages of product sold to qualifying member pharmacies and estimated levels of inventory in the distribution channel. Rebates are recognized as a reduction in the period that the related revenue is recognized.

Chargebacks - The Company provides discounts primarily to authorized users of the Federal Supply Schedule (FSS) of the General Services Administration under an FSS contract negotiated by the Department of Veterans Affairs and various organizations under Medicaid or Medicare contracts and regulations. These entities purchase products from the wholesale distributors at a discounted price, and the wholesale distributors then charge back to the Company the difference between the current retail price and the price the entity paid for the product. The Company estimates and accrues chargebacks based on estimated wholesaler inventory levels, current contract prices and historic chargeback activity. Chargebacks are recognized as a reduction of revenue in the period the related revenue is recognized.

Patient Assistance Programs - The Company offers discount card programs to patients for Abstral in which patients receive discounts on their Abstral prescriptions that are reimbursed by the company. The Company estimates the total amount that will be recognized based on a percentage of actual redemption applied to inventory in the distribution and retail channel and recognizes the discount as a reduction of revenue and as an other current liability in the same period the related revenue is recognized.

Acquisitions and In-Licensing — For all in-licensed products and technologies, we perform an analysis to determine whether we hold a variable interest or a controlling financial interest in a variable interest entity. On the basis of our interpretations and conclusions, we determine whether the acquisition falls under the purview of variable interest entity accounting and if so, consider the necessity to consolidate the acquisition. As of December 31, 2015, we determined there were no variable interest entities required to be consolidated.

We also perform an analysis to determine if the assets and liabilities acquired in an acquisition qualify as a "business." The excess of the purchase price over the fair value of the net assets acquired can only be recognized as goodwill in a business combination.

The acquisition of the Abstral U.S. rights has been accounted for as an asset acquisition and not a business combination. The purchase price, including transaction costs, was recorded as an intangible asset related to the license and distribution rights acquired in the transaction. No other significant assets or liabilities were acquired or assumed in the transaction. The license and distribution rights will be amortized over ten years in a pattern based on our Abstral sales projections. The acquisition of the Zuplenz U.S. rights has been accounted for as a business combination. Refer to Note 14 for further information regarding the acquisition of Abstral U.S. rights and Zuplenz U.S. rights.
Patents and Patent Application Costs — Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as incurred.
Legal Fees and Insurance Recoveries — There can be a significant time lag between the time that legal fees are incurred and the insurance reimbursement available to offset the related costs. The legal costs are recorded in the period they are incurred, and the insurance recoveries for those costs are recorded in the period when the insurance reimbursement is deemed probable.
Share-based Compensation — The Company follows the provisions of the FASB ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees, non-employee directors, and consultants, including stock options and warrants. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.

For stock options and warrants granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of FASB ASC Topic 505-50 (“ASC 505-50”), “ Equity Based Payments to Non- Employees.” Non-employee option and warrant grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period prior to vesting, the value of these options and warrants, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of the company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options and warrants granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested.
Research and Development Expenses — Research and development costs are expensed as incurred. Included in research and development costs are wages, benefits and other operating costs, facilities, supplies, external services and overhead related to our research and development departments, and clinical trial expenses.

Clinical trial expenses include direct costs associated with contract research organizations ("CROs"), as well as patient-related costs at sites at which our trials are being conducted.

Direct costs associated with our CROs are generally payable on a time and materials basis, or when certain enrollment and monitoring milestones are achieved. Expense related to a milestone is recognized in the period in which the milestone is achieved or in which we determine that it is more likely than not that it will be achieved.

The invoicing from clinical trial sites can lag several months. We accrue these site costs based on our estimate of upfront set-up costs upon the screening of the first patient at each site, and the patient related costs based on our knowledge of patient enrollment status at each site.
Income Taxes — The Company recognizes liabilities or assets for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with FASB ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”). These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. ASC 740-10 requires that a valuation allowance be established when management determines that it is more likely than not that all or a portion of a deferred asset will not be realized. The Company evaluates the realizability of its net deferred income tax assets and valuation allowances as necessary, at least on an annual basis. During this evaluation, the company reviews its forecasts of income in conjunction with other positive and negative evidence surrounding the realizability of its deferred income tax assets to determine if a valuation allowance is required. Adjustments to the valuation allowance will increase or decrease the company’s income tax provision or benefit. The recognition and measurement of benefits related to the company’s tax positions requires significant judgment, as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. Differences between actual results and the company’s assumptions or changes in the company’s assumptions in future periods are recorded in the period they become known.
Concentrations of Credit Risk — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances in several accounts with two banks, which at times are in excess of federally insured limits. As of December 31, 2015, the company’s cash equivalents were invested in money market mutual funds. The Company’s investment policy does not allow investment in any debt securities rated less than “investment grade” by national ratings services. The Company has not experienced any losses on its deposits of cash and cash equivalents.
Comprehensive Loss — Comprehensive loss consists of our net loss and other comprehensive income related to the unrealized gain (loss), net of tax, on our marketable securities, which were classified as available-for-sale.
Fair Value Measurements

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) for the Company’s financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and are re-measured and reported at fair value at least annually using a fair value hierarchy that is broken down into three levels. Level inputs are defined as follows:
Level 1 — quoted prices in active markets for identical assets or liabilities.
Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.
Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

The Company categorized its cash equivalents and marketable securities as Level 1 inputs. The valuations for Level 1 were determined based on a “market approach” using quoted prices in active markets for identical assets. Valuation of these assets does not require a significant degree of judgment. The Company categorized its warrants potentially settleable in cash as Level 2 inputs. The warrants are measured at market value on a recurring basis and are being marked to market each quarter-end until they are completely settled. The warrants are valued using an appropriate pricing model, using assumptions consistent with our application of ASC 718. The contingent purchase price consideration is categorized as Level 3 inputs and is measured at its estimated fair value on a recurring basis and is adjusted at each quarter-end until it is completely settled. The contingent price consideration is valued based on the expected timing of milestones, the expected probability of success for each milestone and discount rates based on a corporate debt interest rate index publicly issued.
Net Loss Per Share

The Company accounts for and discloses net loss per common share in accordance with FASB ASC Topic 260 “Earnings per Share.” Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all potential dilutive common shares outstanding. Potential common shares consist of shares issuable upon the exercise of stock options and warrants.
Fair Value Measurements (Tables)
 
December 31, 2015
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
29,171

 
$
29,171

 
$

 
$

Total assets measured and recorded at fair value
$
29,171

 
$
29,171

 
$

 
$

Liabilities:
 
 
 
 
 
 
 
Warrants potentially settleable in cash
$
14,518

 
$

 
$
14,518

 
$

Contingent purchase price consideration
6,142

 

 

 
6,142

Total liabilities measured and recorded at fair value
$
20,660

 
$

 
$
14,518

 
$
6,142


 
December 31, 2014
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
19,477

 
$
19,477

 
$

 
$

Total assets measured and recorded at fair value
$
19,477

 
$
19,477

 
$

 
$

Liabilities:
 
 
 
 
 
 
 
Warrants potentially settleable in cash
$
5,383

 
$

 
$
5,383

 
$

Contingent purchase price consideration
6,651

 

 

 
6,651

Total liabilities measured and recorded at fair value
$
12,034

 
$

 
$
5,383

 
$
6,651

A reconciliation of the beginning and ending Level 3 liabilities for the years ended December 31, 2015 and 2014 is as follows (in thousands):
 
 
Fair Value
Measurements
Using Significant
Unobservable
Inputs
(Level 3)
Balance, January 1, 2014
$
6,821

Change in the estimated fair value of the contingent purchase price consideration
(170
)
Balance, December 31, 2014
6,651

Change in the estimated fair value of the contingent purchase price consideration
(509
)
Balance at December 31, 2015
$
6,142

Accrued Expenses and Other Current Liabilities (Tables)
Schedule of Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):

 
December 31,
 
2015
 
2014
Clinical development expense
$
3,294

 
$
6,967

Compensation and related benefits
1,535

 
1,040

Professional fees
435

 
821

Interest expense
28

 
57

Accrued expenses and other current liabilities
$
5,292

 
$
8,885

Long-term Debt (Tables)
Schedule of Future Principal Payments
As of December 31, 2015, future schedule principal payments to be made on long-term debt are as follows (in thousands):
2016 Principal Payments
 
$
4,254

Add - 5.5% cash final payment (less Unamortized debt issuance costs)
 
485

Carrying value of long-term debt
 
$
4,739

Commitments and Contingencies (Tables)
The litigation settlement is summarized as follow (in thousands)
 
Amount
Class action settlement
$
20,000

Derivative settlement
5,000

Total settlement payable
25,000

 
 
Payable by the insurance carriers
21,700

Payable by the company in cash
2,300

Payable by the company in common stock
1,000

Total settlement payable
$
25,000

The Company’s contractual obligations that may require future cash payments as of December 31, 2015 are as follows (in thousands):

 
Operating
Leases(1)
 
Non-Cancelable
Employment
Agreements(2)
 
Subtotal
 
Cancelable
License
Agreements(3)
 
Total
2016
$
316

 
$
850

 
$
1,166

 
$
350

 
$
1,516

2017
323

 

 
323

 
350

 
673

2018
316

 

 
316

 
350

 
666

2019
251

 

 
251

 
4,200

 
4,451

2020 and thereafter
236

 

 
236

 
2,965

 
3,201

Total
$
1,442

 
$
850

 
$
2,292

 
$
8,215

 
$
10,507


(1) 
Operating leases are primarily facility and equipment related obligations with third party vendors. Operating lease expenses during the years ended December 31, 2015, 2014, and 2013 were approximately $116,000, $72,000 and $77,000, respectively.
(2) 
Employment agreement obligations include management contracts, as well as scientific advisory board member compensation agreements. Certain agreements, which have been revised from time to time, provide for minimum salary levels, adjusted annually at the discretion of the Compensation Committee, as well as for minimum bonuses that are payable.
(3) 
License agreements generally relate to the company’s obligations with The Board of Regents, University of Texas and Henry M. Jackson Foundation for our oncology therapies. The company continually assesses the progress of its licensed technology and the progress of its research and development efforts as it relates to its licensed technology and may terminate with notice to the licensor at any time. In the event these licenses are terminated, no amounts will be due.
Stock Based Compensation (Tables)
The following table summarizes the components of stock-based compensation expense in the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2015, 2014, and 2013 (in thousands):

 
2015
 
2014
 
2013
Research and development
$
350

 
$
484

 
$
754

General and administrative
1,591

 
4,903

 
2,150

Total stock-based compensation
$
1,941

 
$
5,387

 
$
2,904

The company uses the Black-Scholes option-pricing model and the following weighted-average assumptions to determine the fair value of all its stock options granted:
 
 
2015
 
2014
 
2013
Risk free interest rate
1.67
%
 
2.01
%
 
1.57
%
Volatility
73.97
%
 
79.37
%
 
77.98
%
Expected lives (years)
6.16

 
6.16

 
6.25

Expected dividend yield
0.00
%
 
0.00
%
 
0.00
%
The following table summarizes option activity of the company:
 
 
Total
Number of
Shares
(In Thousands)
 
Weighted
Average
Exercise
Price
Outstanding at December 31, 2014
8,590

 
$
3.25

Granted
6,743

 
1.63

Exercised
(39
)
 
0.79

Cancelled
(2,032
)
 
2.31

Outstanding at December 31, 2015
13,262

 
$
2.58

Options exercisable at December 31, 2015
7,192

 
$
3.22

Warrants (Tables)
The following is a summary of warrant activity for the years ended December 31, 2015 and 2014 (in thousands):
 
 
March
2015
Warrants
 
September
2013
Warrants
 
December
2012
Warrants
 
April 2011
Warrants
 
Other Warrant Issuances
 
Consultant
and Oxford Warrants
 
Total
Outstanding, January 1, 2014

 
6,442

 
4,917

 
1,158

 
1,444

 
889

 
14,850

Granted

 

 

 

 

 
300

 
300

Exercised

 
(2,469
)
 
(1,886
)
 
(543
)
 
(327
)
 
(469
)
 
(5,694
)
Expired

 

 

 

 
(916
)
 

 
(916
)
Outstanding, December 31, 2014

 
3,973

 
3,031

 
615

 
201

 
720

 
8,540

Granted
14,006

 

 

 

 

 

 
14,006

Expired

 

 

 

 

 
(238
)
 
(238
)
Outstanding, December 31, 2015
14,006

 
3,973

 
3,031

 
615

 
201

 
482

 
22,308

Expiration
March 2020
 
September 2018
 
December 2017
 
April 2017
 
Varies 2014-2016
 
Varies 2014-2020
 
 
The fair value of the warrants is estimated using an appropriate pricing model with the following inputs:
 
 
As of December 31, 2015
 
March
2015
Warrants
 
September
2013
Warrants
 
December
2012
Warrants
 
April 2011
Warrants
 
March
2011
Warrants
 
March
2010
Warrants
Strike price
$
2.08

 
$
2.50

 
$
1.83

 
$
0.65

 
$
0.65

 
$
2.02

Expected term (years)
4.22

 
2.72

 
1.98

 
1.31

 
0.18

 
0.24

Volatility %
75.85
%
 
74.70
%
 
76.37
%
 
65.60
%
 
47.98
%
 
71.41
%
Risk-free rate %
1.58
%
 
1.24
%
 
1.05
%
 
0.77
%
 
%
 
%
 
 
As of December 31, 2014
 
September
2013
Warrants
 
December
2012
Warrants
 
April 2011
Warrants
 
March
2011
Warrants
 
March
2010
Warrants
Strike price
$
2.50

 
$
1.90

 
$
0.65

 
$
0.65

 
$
2.15

Expected term (years)
3.72

 
2.98

 
2.31

 
1.18

 
1.24

Volatility %
75.60
%
 
76.85
%
 
78.24
%
 
77.38
%
 
77.12
%
Risk-free rate %
1.30
%
 
1.09
%
 
0.80
%
 
0.32
%
 
0.35
%
The changes in fair value of the warrant liability for the years ended December 31, 2015 and 2014 were as follows (in thousands):
 
 
March
2015
Warrants
 
September
2013
Warrants
 
December
2012
Warrants
 
April 2011
Warrants
 
Other Warrant Issuances
 
Total
Warrant liability, January 1, 2014
$

 
$
22,950

 
$
18,060

 
$
5,069

 
$
2,886

 
$
48,965

Fair value of warrants granted

 

 

 

 

 

Fair value of warrants exercised

 
(12,713
)
 
(10,086
)
 
(2,906
)
 
(1,321
)
 
(27,026
)
Change in fair value of warrants

 
(7,677
)
 
(5,947
)
 
(1,538
)
 
(1,394
)
 
(16,556
)
Warrant liability, December 31, 2014

 
2,560

 
2,027

 
625

 
171

 
5,383

Fair value of warrants granted
10,296

 

 

 

 

 
10,296

Fair value of warrants exercised

 

 

 

 

 

Change in fair value of warrants
41

 
(627
)
 
(462
)
 
(88
)
 
(25
)
 
(1,161
)
Warrant liability, December 31, 2015
$
10,337

 
$
1,933

 
$
1,565

 
$
537

 
$
146

 
$
14,518

Other Income (Expense) (Tables)
Schedule of Other Income (Expense)
Other Income

Other income is summarized as follows (in thousands):
 
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Realized gain on sale of marketable securities
 
$

 
$

 
$
3,911

Change in fair value of the contingent purchase price liability
 
509

 
170

 
(926
)
Miscellaneous other income
 

 

 
37

Total other income
 
$
509

 
$
170

 
$
3,022

Net Loss Per Share (Tables)
Common Shares Excluded from Net Loss
The following table sets forth the potentially dilutive common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive (in thousands):
 
 
December 31,
 
2015
 
2014
Warrants to purchase common stock
22,308

 
8,540

Options to purchase common stock
13,262

 
8,590

Total
35,570

 
17,130

Income Taxes (Tables)
The components of federal and state income tax expense are as follows (in thousands):
 
 
 
As of December 31,
 
 
2015
 
2014
 
2013
Current
 
 
 
 
 
 
Federal
 
$

 
$

 
$

State
 

 

 

Total current
 

 

 

Deferred expense (benefit)
 
 
 
 
 
 
Federal
 
332

 

 
894

State
 
33

 

 
158

Total deferred
 
365

 

 
1,052

Total income tax expense (benefit)
 
$
365

 
$

 
$
1,052

The components of net deferred tax assets are as follows (in thousands):
 
 
 
As of December 31,
 
 
2015
 
2014
Net operating loss carryforwards
 
$
75,221

 
$
53,950

Tax credit carryforwards
 
3,866

 
3,590

Stock based compensation
 
5,050

 
4,676

Other
 
1,430

 
190

Licensing deduction deferral
 
9,910

 
8,919

Gross deferred tax assets
 
95,477

 
71,325

Valuation allowance
 
(95,477
)
 
(71,325
)
Net deferred tax asset
 
$

 
$

The components of net deferred tax liabilities are as follows (in thousands):
 
 
 
As of December 31,
 
 
2015
 
2014
In-process research and development not subject to future amortization for tax purposes
 
$
5,418

 
$
5,053

Gross deferred tax liability
 
$
5,418

 
$
5,053

The provision for income taxes differs from the provision computed by applying the federal statutory rate to net loss before income taxes as follows (in thousands):
 
 
 
As of December 31,
 
 
2015
 
2014
 
2013
Expected federal income tax benefit
 
$
(21,603
)
 
$
(12,447
)
 
$
(25,713
)
State income taxes after credits
 
(2,375
)
 
(1,283
)
 
(3,676
)
Unrealized gain on marketable securities
 

 

 
1,052

Changes in warrant value
 
(456
)
 
(6,503
)
 
17,283

Stock compensation
 
508

 
3,996

 
813

Effect of change in valuation allowance
 
24,029

 
17,275

 
11,408

Income tax credits
 
(276
)
 
(42
)
 
(240
)
Other
 
538

 
(996
)
 
125

 
 
$
365

 
$

 
$
1,052

Significant Customers and Concentration of Credit Risk (Tables)
Schedules of Concentration of Risk, by Risk Factor
The percentage of product sales to our customer that represented 10% or more of revenue in at least one of the periods presented, is as follows:
 
 
Year ended December 31,
 
 
2014
 
2013
Customer A
 
43
%
 
25
%
Customer B
 
18
%
 
6
%
Customer C
 
14
%
 
26
%
Customer D
 
11
%
 
34
%
The following accounts represented 10% or more of total accounts receivable in at least one of the periods presented:
 
 
December 31,
 
 
2014
 
2013
Customer A
 
24
%
 
25
%
Customer B
 
31
%
 
1
%
Customer C
 
16
%
 
11
%
Customer D
 
21
%
 
54
%
Selected Quarterly Financial Data (Unaudited) (Tables)
Schedule of Quarterly Financial Data (Unaudited)
The following amounts are in thousands, except per share amounts:

 
 
1st Quarter
 
2nd Quarter
 
3rd Quarter
 
4th Quarter
2015
 
 
 
 
 
 
 
 
Net revenue
 
$
2,750

 
$
3,382

 
$
2,166

 
$
1,436

Gross profit on net revenue (1)
 
$
2,357

 
$
2,914

 
$
1,454

 
$
1,229

Net loss
 
$
(10,537
)
 
$
(15,660
)
 
$
(18,026
)
 
$
(19,678
)
Net loss per share
 
$
(0.08
)
 
$
(0.10
)
 
$
(0.11
)
 
$
(0.12
)
 
 
 
 
 
 
 
 
 
2014
 
 
 
 
 
 
 
 
Net revenue
 
$
2,173

 
$
2,331

 
$
1,620

 
$
3,195

Gross profit on net revenue (1)
 
$
1,751

 
$
1,886

 
$
1,303

 
$
2,536

Net loss
 
$
(2,536
)
 
$
(19,941
)
 
$
(6,173
)
 
$
(7,506
)
Net loss per share
 
$
(0.02
)
 
$
(0.17
)
 
$
(0.05
)
 
$
(0.06
)
Discontinued Operations, Assets Held for Sale (Tables)
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures
The following table describes the net proceeds from the sale and the assets and liabilities sold, net of selling costs (in thousands):

 
Sale of Abstral and related assets on November 19, 2015

 
Sale of Zuplenz and related assets on December 24, 2015

Net proceeds from sales
 
 
 
Total consideration
$
8,348

 
$
3,750

Less selling costs*
(815
)
 
(1,050
)
Proceeds from sale, net of selling costs
$
7,533

 
$
2,700

*Note selling costs related to the sale of Zuplenz and related assets are included in accrued liabilities and were paid in the first quarter of 2016.
The following table presents a reconciliation of the carrying amounts of assets and liabilities of the commercial operations to assets held for sale in the balance sheets (in thousands):
 
2015
 
2014
Carrying amounts of assets included as part of discontinued operations:
Accounts receivable
$
392

 
$
1,535

Inventories

 
655

Prepaid expenses and other current assets

 
1,747

Equipment and furnishings, net

 
270

Abstral rights, net

 
14,533

Zuplenz rights

 
8,101

Goodwill

 
172

Total current assets of discontinued operations
$
392

 
$
27,013

 
 
 
 
Carrying amounts of liabilities included as part of discontinued operations:
Accounts payable
$
1,491

 
$
385

Accrued expenses and other current liabilities
4,434

 
6,784

Total current liabilities of discontinued operations
$
5,925

 
$
7,169


The following table represents the components attributable to the commercial business in 2015, 2014, and 2013 that are presented in the consolidated statements of comprehensive loss as discontinued operations (in thousands):
 
2015
 
2014
 
2013
Net revenue
$
9,734

 
$
9,319

 
$
2,487

Cost of revenue
(1,780
)
 
(1,403
)
 
(520
)
Amortization of certain acquired intangible assets
(921
)
 
(440
)
 
(131
)
Research and development
(355
)
 
(680
)
 
(651
)
Selling, general, and administrative
(17,655
)
 
(15,118
)
 
(6,536
)
Impairment charge form classification as held for sale
(8,071
)
 

 

Loss on sale of commercial business assets
(4,549
)
 

 

Severance and exit costs
(1,349
)
 

 

Loss from discontinued operations
$
(24,946
)
 
$
(8,322
)
 
$
(5,351
)


Business and Basis of Presentation (Additional Information) (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Schedule Of Summary Of Significant Accounting Policies [Line Items]
 
 
 
Highly-liquid debt instruments maturity days
90 days 
 
 
Inventories
$ 0 
$ 655 
 
Inventory, work in process
 
455 
 
Inventory finished goods
 
200 
 
Prompt pay discount, percent of gross sales
2.00% 
 
 
Amortization period of license and distribution rights
10 years 
 
 
Income tax expense
365 
1,052 
Interest bearing accounts
$ 30,432 
 
 
Minimum [Member] |
Equipment and Furnishings [Member]
 
 
 
Schedule Of Summary Of Significant Accounting Policies [Line Items]
 
 
 
Estimated useful lives
3 years 
 
 
Maximum [Member] |
Equipment and Furnishings [Member]
 
 
 
Schedule Of Summary Of Significant Accounting Policies [Line Items]
 
 
 
Estimated useful lives
5 years 
 
 
Business Combinations (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Business Acquisition [Line Items]
 
 
Goodwill
$ 5,898 
$ 5,897 
RXi Spin-off (Additional Information) (Detail) (USD $)
12 Months Ended
Dec. 31, 2015
Apr. 30, 2012
Sep. 24, 2011
Related Party Transaction [Line Items]
 
 
 
Proceeds from sale of shares after spin-off
$ 3,911,000 
 
 
RXi [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Cash contribution in capital
 
 
1,500,000 
Proceeds from technology revenue
45,000,000 
 
 
Proceeds from technology revenue under condition one
15,000,000 
 
 
Proceeds from technology revenue under condition two
30,000,000 
 
 
Minimum estimated sales
500,000,000 
 
 
Estimated sales
$ 1,000,000,000 
 
 
Number of shares distributed to surrenders under spin-off
 
66,959,894 
 
Number of shares retained by company under spin-off
 
33,476,595 
 
Lock up period of shares under spin-off
1 year 
 
 
Expiration date of shares under spin-off
Apr. 27, 2013 
 
 
Number of shares sold by company after spin-off
1,115,887 
 
 
Fair Value Measurements (Contingent Purchase Price Consideration, Measured at Estimated Fair Value on Recurring Basis) (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Assets:
 
 
 
Cash equivalents
$ 30,432 
 
 
Liabilities:
 
 
 
Warrants potentially settleable in cash
14,518 
5,383 
 
Unobservable Inputs (Level 3) [Member]
 
 
 
Liabilities:
 
 
 
Contingent purchase price consideration
6,142 
6,651 
6,821 
Fair Value, Measurements, Recurring [Member]
 
 
 
Assets:
 
 
 
Cash equivalents
29,171 
19,477 
 
Total assets
29,171 
19,477 
 
Liabilities:
 
 
 
Warrants potentially settleable in cash
14,518 
5,383 
 
Contingent purchase price consideration
6,142 
6,651 
 
Total liabilities
20,660 
12,034 
 
Fair Value, Measurements, Recurring [Member] |
Quoted Prices in Active Markets (Level 1) [Member]
 
 
 
Assets:
 
 
 
Cash equivalents
29,171 
19,477 
 
Total assets
29,171 
19,477 
 
Liabilities:
 
 
 
Warrants potentially settleable in cash
 
Contingent purchase price consideration
 
Total liabilities
 
Fair Value, Measurements, Recurring [Member] |
Significant Other Observable Inputs (Level 2) [Member]
 
 
 
Assets:
 
 
 
Cash equivalents
 
Total assets
 
Liabilities:
 
 
 
Warrants potentially settleable in cash
14,518 
5,383 
 
Contingent purchase price consideration
 
Total liabilities
14,518 
5,383 
 
Fair Value, Measurements, Recurring [Member] |
Unobservable Inputs (Level 3) [Member]
 
 
 
Assets:
 
 
 
Cash equivalents
 
Total assets
 
Liabilities:
 
 
 
Warrants potentially settleable in cash
 
Contingent purchase price consideration
6,142 
6,651 
 
Total liabilities
$ 6,142 
$ 6,651 
 
Fair Value Measurements (Reconciliation of Level 3 Liabilities) (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
 
 
 
Change in the estimated fair value of the contingent purchase price consideration
$ 509 
$ 170 
$ (926)
Unobservable Inputs (Level 3) [Member]
 
 
 
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
 
 
 
Beginning Balance Liabilities
6,651 
6,821 
 
Change in the estimated fair value of the contingent purchase price consideration
509 
170 
 
Ending Balance Liabilities
$ 6,142 
$ 6,651 
 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Payables and Accruals [Abstract]
 
 
Clinical development expense
$ 3,294 
$ 6,967 
Compensation and related benefits
1,535 
1,040 
Professional fees
435 
821 
Interest expense
28 
57 
Accrued expenses and other current liabilities
$ 5,292 
$ 8,885 
Long-term Debt (Additional Information) (Details) (USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended
May 8, 2013
Sep. 18, 2013
Debt Instrument [Line Items]
 
 
Loan, amount
$ 15 
 
Term for interest only payments
12 months 
 
Interest payments at the fixed coupon rate
8.45% 
 
Term for principal and interest payments
30 months 
 
Cash facility fee percentage
1.00% 
 
Cash final payment percentage
5.50% 
 
Warrant term
7 years 
 
Number of shares availabe from warrants
 
0.35 
Exercise price (usd per share)
$ 2.47 
$ 2.50 
Duration of average market price used for warrant exercise price
20 days 
 
Maximum [Member]
 
 
Debt Instrument [Line Items]
 
 
Number of shares availabe from warrants
182,186.00 
 
First Tranche [Member]
 
 
Debt Instrument [Line Items]
 
 
Loan, amount
$ 10 
 
Long-term Debt (Schedule of Future Principal Payments) (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Debt Disclosure [Abstract]
 
 
2015
$ 4,254 
 
Add - 5.5% cash final payment (less Unamortized debt issuance costs)
485 
 
Total debt
4,739 
 
Long-term Debt, Current Maturities
(4,739)
(3,910)
Total long-term debt, net
$ 0 
$ 4,492 
Commitments and Contingencies (Narrative) (Details) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended 1 Months Ended 0 Months Ended
Dec. 3, 2015
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 3, 2015
Settled Litigation [Member]
Galena Biopharma, Inc. Securities Litigation, Civil Action No. 3:14-cv-00367-SI
Dec. 31, 2015
Settled Litigation [Member]
Galena Biopharma, Inc. Securities Litigation, Civil Action No. 3:14-cv-00367-SI
Dec. 3, 2015
Maximum [Member]
Settled Litigation [Member]
Galena Biopharma, Inc. Derivative Litigation, Civil Action No. 3:14-cv-00382-SI
Dec. 3, 2015
Director [Member]
Settled Litigation [Member]
Galena Biopharma, Inc. Derivative Litigation, Civil Action No. 3:14-cv-00382-SI
Loss Contingencies [Line Items]
 
 
 
 
 
 
 
 
Settlement payment
 
 
 
 
$ 20,000,000 
 
$ 15,000,000 
 
Damages paid by insurance Companies
21,700,000 
 
 
 
16,700,000 
 
 
 
Total number of shares cancelled
 
2,032,000 
 
 
 
 
 
1,200,000 
Legal fees
 
 
 
 
 
 
5,000,000 
 
Damages paid
 
 
 
 
3,300,000 
 
 
 
Payable by the company in cash
2,300,000 
 
 
 
2,300,000 
 
 
 
Litigation settlement payable in common stock
(1,000,000)
1,000,000 
1,000,000 
 
 
 
Attorney fees
 
 
 
 
 
$ 2,000,000 
 
 
Commitments and Contingencies (Funds of the Litigation Settlement) (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 12 Months Ended
Dec. 3, 2015
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Loss Contingencies [Line Items]
 
 
 
 
Litigation Settlement, Amount
$ 25,000 
 
 
 
Payable by the insurance carriers
21,700 
 
 
 
Payable by the company in cash
2,300 
 
 
 
Payable by the company in common stock
1,000 
(1,000)
Galena Biopharma, Inc. Securities Litigation, Civil Action No. 3:14-cv-00367-SI
 
 
 
 
Loss Contingencies [Line Items]
 
 
 
 
Litigation Settlement, Amount
20,000 
 
 
 
Galena Biopharma, Inc. Derivative Litigation, Civil Action No. 3:14-cv-00382-SI
 
 
 
 
Loss Contingencies [Line Items]
 
 
 
 
Litigation Settlement, Amount
$ 5,000 
 
 
 
Commitments and Contingencies (Schedule of Contractual Obligations and Future Cash Payments) (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Loss Contingencies [Line Items]
 
Operating Leases - 2016
$ 316 
Operating Leases - 2017
323 
Operating Leases - 2018
316 
Operating Leases - 2019
251 
Operating Leases -2020
236 
Total
1,442 
2016
1,516 
2017
673 
2018
666 
2019
4,451 
2020
3,201 
Total
10,507 
Non-Cancelable Employment Agreements [Member]
 
Loss Contingencies [Line Items]
 
2016
850 
2017
2018
2019
2020
Total
850 
Subtotal [Member]
 
Loss Contingencies [Line Items]
 
2016
1,166 
2017
323 
2018
316 
2019
251 
2020
236 
Total
2,292 
Cancelable License Agreements [Member]
 
Loss Contingencies [Line Items]
 
2016
350 
2017
350 
2018
350 
2019
4,200 
2020
2,965 
Total
$ 8,215 
Commitments and Contingencies (Schedule of Contractual Obligations and Future Cash Payments) (Footnotes) (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
 
 
 
Operating lease expenses
$ 116 
$ 72 
$ 77 
Stockholders' Equity (Additional Information) (Detail) (USD $)
0 Months Ended 1 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 1 Months Ended
Nov. 18, 2014
Sep. 23, 2013
Sep. 18, 2013
Sep. 30, 2013
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
May 8, 2013
Sep. 18, 2013
Common Stock [Member]
Sep. 18, 2013
Warrants to purchase common stock [Member]
Nov. 18, 2014
Lincoln Park Capital, LLC [Member]
Dec. 31, 2015
Lincoln Park Capital, LLC [Member]
Nov. 18, 2014
Lincoln Park Capital, LLC [Member]
Nov. 18, 2014
Lincoln Park Capital, LLC [Member]
Common Stock [Member]
Dec. 4, 2015
MLV & Co. LLC and Maxim Group LLC [Member]
May 24, 2013
MLV & Co. LLC and Maxim Group LLC [Member]
May 24, 2013
MLV & Co. LLC and Maxim Group LLC [Member]
Dec. 31, 2015
Kwang Dong Pharmaceutical Company [Member]
Dec. 31, 2015
Kwang Dong Pharmaceutical Company [Member]
Common Stock [Member]
Apr. 10, 2015
Subsequent Event [Member]
Mar. 18, 2015
Subsequent Event [Member]
Apr. 10, 2015
Subsequent Event [Member]
Mar. 18, 2015
Subsequent Event [Member]
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock, shares authorized
 
 
 
 
5,000,000 
5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock, par value (usd per share)
 
 
 
 
$ 0.0001 
$ 0.0001 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, shares authorized
 
 
 
 
275,000,000 
125,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,653,846 
Common stock, par value (usd per share)
 
 
 
 
$ 0.0001 
$ 0.0001 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, shares
 
 
17,500,000 
 
1,400,000.0 
1,400,000.0 
 
 
 
 
 
4,600,000.0 
 
631,221 
 
 
 
 
492,988 
 
24,358,974 
 
 
At Market Issuance Sales Agreements, Percent of Gross Proceeds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.00% 
 
 
 
 
 
 
At Market Issuance Sales Agreements, Maximum Gross Proceeds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 20,000,000 
$ 20,000,000 
 
 
 
 
 
 
 
Share price (usd per share)
 
 
$ 2.00 
 
 
 
 
 
 
 
 
 
$ 2.00 
 
 
 
 
 
 
 
 
 
$ 1.56 
Proceeds from issuance of shares
 
5,200,000 
35,000,000 
 
2,300,000 
2,300,000 
 
 
 
 
4,900,000 
8,500,000 
 
50,000,000 
 
 
 
 
 
 
38,000,000 
 
 
Purchase Agreement Term
36 months 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock Issued During Period, Shares, Purchase of Assets
 
 
 
 
 
 
 
 
 
 
2,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
Number of shares per unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of shares availabe from warrants
 
 
0.35 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.50 
Exercise price (usd per share)
 
 
$ 2.50 
 
 
 
 
$ 2.47 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 2.08 
Shares issued, overallotment option
 
 
 
 
 
 
 
 
2,625,000 
918,750 
 
 
 
 
 
 
 
 
 
 
1,826,923 
 
 
Proceeds from issuance of shares, net underwriting discounts, commissions and offering expenses
 
 
 
37,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,400,000 
 
40,800,000 
 
Issuance of common stock
 
 
 
 
$ 47,416,000 
$ 10,705,000 
$ 37,539,000 
 
 
 
 
 
 
 
 
 
 
$ 1,247,000 
 
 
 
 
 
Stock Based Compensation (Components of Stock-based Compensation Expense) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Research and Development Expense [Member]
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
Stock-based compensation
$ 350 
$ 484 
$ 754 
Selling, General and Administrative Expenses [Member]
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
Stock-based compensation
1,591 
4,903 
2,150 
Continuing Operations [Member]
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
Stock-based compensation
$ 1,941 
$ 5,387 
$ 2,904 
Warrants (Schedule of Warrant Activity) (Detail)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
8,540 
14,850 
Granted
14,006 
300 
Exercised
(5,694)
Expired
(238)
(916)
Warrants outstanding , Ending balance
22,308 
8,540 
March 2015 Warrants [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
Granted
14,006 
Exercised
Expired
Warrants outstanding , Ending balance
14,006 
Expiration
Mar. 18, 2020 
 
September 2013 Warrant [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
3,973 
6,442 
Granted
Exercised
(2,469)
Expired
Warrants outstanding , Ending balance
3,973 
3,973 
Expiration
Sep. 18, 2018 
 
December 2012 Warrants [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
3,031 
4,917 
Granted
Exercised
(1,886)
Expired
Warrants outstanding , Ending balance
3,031 
3,031 
Expiration
Dec. 31, 2017 
 
April 2011 Warrants [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
615 
1,158 
Granted
Exercised
(543)
Expired
Warrants outstanding , Ending balance
615 
615 
Expiration
Apr. 30, 2017 
 
Other Warrant Issues [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
201 
1,444 
Granted
Exercised
(327)
Expired
(916)
Warrants outstanding , Ending balance
201 
201 
Other Warrant Issues [Member] |
Minimum [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Expiration
Dec. 31, 2014 
 
Other Warrant Issues [Member] |
Maximum [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Expiration
Dec. 31, 2016 
 
Consultant and Oxford Warrants [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
720 
889 
Granted
300 
Exercised
(469)
Expired
(238)
Warrants outstanding , Ending balance
482 
720 
Consultant and Oxford Warrants [Member] |
Minimum [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Expiration
Dec. 31, 2014 
 
Consultant and Oxford Warrants [Member] |
Maximum [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Expiration
Dec. 31, 2020 
 
Stock Based Compensation (Assumptions for Option Grants Issued) (Detail)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
 
 
 
Risk free interest rate
1.67% 
2.01% 
1.57% 
Volatility
73.97% 
79.37% 
77.98% 
Expected lives (years)
6 years 1 month 28 days 
6 years 1 month 28 days 
6 years 3 months 
Expected dividend yield
0.00% 
0.00% 
0.00% 
Warrants (Fair Value of Warrants is Estimated Using Black-Scholes Option Pricing Model) (Detail)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
March 2015 Warrants [Member]
 
 
Class of Warrant or Right [Line Items]
 
 
Strike price
$ 2.08 
 
Expected term (years)
4 years 2 months 19 days 
 
Volatility %
75.85% 
 
Risk-free rate %
1.58% 
 
September 2013 Warrant [Member]
 
 
Class of Warrant or Right [Line Items]
 
 
Strike price
$ 2.50 
$ 2.50 
Expected term (years)
2 years 8 months 19 days 
3 years 8 months 19 days 
Volatility %
74.70% 
75.60% 
Risk-free rate %
1.24% 
1.30% 
December 2012 Warrants [Member]
 
 
Class of Warrant or Right [Line Items]
 
 
Strike price
$ 1.83 
$ 1.90 
Expected term (years)
1 year 11 months 23 days 
2 years 11 months 23 days 
Volatility %
76.37% 
76.85% 
Risk-free rate %
1.05% 
1.09% 
April 2011 Warrants [Member]
 
 
Class of Warrant or Right [Line Items]
 
 
Strike price
$ 0.65 
$ 0.65 
Expected term (years)
1 year 3 months 22 days 
2 years 3 months 22 days 
Volatility %
65.60% 
78.24% 
Risk-free rate %
0.77% 
0.80% 
March 2011 Warrants [Member]
 
 
Class of Warrant or Right [Line Items]
 
 
Strike price
$ 0.65 
$ 0.65 
Expected term (years)
2 months 5 days 
1 year 2 months 5 days 
Volatility %
47.98% 
77.38% 
Risk-free rate %
0.00% 
0.32% 
March 2010 Warrants [Member]
 
 
Class of Warrant or Right [Line Items]
 
 
Strike price
$ 2.02 
$ 2.15 
Expected term (years)
2 months 27 days 
1 year 2 months 27 days 
Volatility %
71.41% 
77.12% 
Risk-free rate %
0.00% 
0.35% 
Stock Based Compensation (Additional Information) (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Weighted average exercise price, granted
$ 1.07 
$ 1.74 
 
Averages contractual term
10 years 
 
 
Estimated annualized forfeiture rate for options granted to employees
15.00% 
 
 
Estimated annualized forfeiture rate for options granted to senior management
8.00% 
 
 
Unrecognized compensation cost
$ 5,662 
 
 
Operating expenses weighted average period
2 years 10 months 6 days 
 
 
Shares subject to outstanding common stock options granted
6,743,000 
 
 
Weighted average contractual term for options outstanding
7 years 7 months 17 days 
7 years 4 months 6 days 
8 years 1 month 2 days 
Weighted average contractual term for options exercisable
6 years 2 months 12 days 
6 years 6 months 4 days 
6 years 9 months 4 days 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value
539 
610 
30,537 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value
518 
509 
16,376 
Aggregate Intrinsic Value Of Stock Options Exercisable
$ 37 
$ 13,429 
$ 890 
Issuance of common stock in connection with employee stock purchase plan, shares
471,869 
 
 
Minimum [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Average vesting term
4 years 
 
 
Maximum [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Average vesting term
6 years 
 
 
2007 Incentive Plan [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Shares of common stock reserved for issuance
26,500,000 
 
 
Shares subject to outstanding common stock options granted
13,262,000 
 
 
Shares available for future grants
8,177,000 
 
 
Vesting periods of options granted
4 years 
 
 
Options expire from date of grant
10 years 
 
 
Employee Stock Purchase Plan [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Shares of common stock reserved for issuance
528,131 
 
 
Share Based Compensation Arrangement By Share Based Payment Award Percentage Earning Of Participants
 
15.00% 
 
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent
 
85.00% 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized
250,000 
 
 
Percentage Increase In Number Of Shares Available For Future Issuance Under Stock Based Awards
1.00% 
 
 
Share Based Compensation Arrangement By Share Based Payment Award Number Of Shares Issued
1,000,000 
 
 
Restricted Stock Units (RSUs) [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Equity instrument granted
 
Warrants (Changes in Fair Value of Warrant Liability) (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
$ 5,383 
$ 48,965 
Fair Value of Warrants Granted
10,296 
Fair value of warrants exercised
(27,026)
Change in fair value of warrants
(1,161)
(16,556)
Warrant liability, Ending balance
14,518 
5,383 
March 2015 Warrants [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
Fair Value of Warrants Granted
10,296 
Fair value of warrants exercised
Change in fair value of warrants
41 
Warrant liability, Ending balance
10,337 
September 2013 Warrant [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
2,560 
22,950 
Fair Value of Warrants Granted
Fair value of warrants exercised
(12,713)
Change in fair value of warrants
(627)
(7,677)
Warrant liability, Ending balance
1,933 
2,560 
December 2012 Warrants [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
2,027 
18,060 
Fair Value of Warrants Granted
 
Fair value of warrants exercised
(10,086)
Change in fair value of warrants
(462)
(5,947)
Warrant liability, Ending balance
1,565 
2,027 
April 2011 Warrants [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
625 
5,069 
Fair Value of Warrants Granted
 
Fair value of warrants exercised
(2,906)
Change in fair value of warrants
(88)
(1,538)
Warrant liability, Ending balance
537 
625 
Other Warrant Issues [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
171 
2,886 
Fair Value of Warrants Granted
 
Fair value of warrants exercised
(1,321)
Change in fair value of warrants
(25)
(1,394)
Warrant liability, Ending balance
$ 146 
$ 171 
Stock Based Compensation (Stock Option Activity) (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
 
 
Total Number of Shares, outstanding Beginning Balance
8,590 
 
Stock options activity, Total Number of Shares, Granted
6,743 
 
Stock options activity, Total Number of Shares, Exercised
(39)
 
Stock options activity, Total Number of Shares, Cancelled
(2,032)
 
Total Number of Shares, outstanding Ending Balance
13,262 
 
Total Number of Shares, exercisable
7,192 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
 
 
Stock options activity, Weighted Average Exercise Price, Beginning balance
$ 3.25 
 
Stock options activity, Weighted Average Exercise Price, Granted
$ 1.63 
 
Stock options activity, Weighted Average Exercise Price, Exercised
$ 0.79 
 
Stock options activity, Weighted Average Exercise Price, Cancelled
$ 2.31 
 
Stock options activity, Weighted Average Exercise Price, Ending balance
$ 2.58 
 
Stock options activity, Weighted Average Exercise Price, exercisable
$ 3.22 
 
Stock options activity, Aggregate Intrinsic Value, Beginning balance
$ 610 
$ 30,537 
Stock options activity, Aggregate Intrinsic Value, Ending balance
$ 539 
$ 30,537 
Warrants (Warrants Classified as Equity) (Details) (USD $)
0 Months Ended
May 8, 2013
Sep. 18, 2013
Warrants and Rights Note Disclosure [Abstract]
 
 
Warrants Granted, Number of Shares
182,186 
 
Exercise price (usd per share)
$ 2.47 
$ 2.50 
Number of Days Averaged for Exercise Price
20 days 
 
Fair Value Assumptions, Expected Volatility Rate
75.34% 
 
Fair Value Assumptions, Expected Term
7 years 
 
Fair Value Assumptions, Risk Free Interest Rate
1.20% 
 
Fair Value Assumptions, Expected Dividend Rate
0.00% 
 
Fair Value of Warrants Granted, per Share
$ 1.93 
 
Other Income (Expense) (Schedule of Other Income (Expense)) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Other Income and Expenses [Abstract]
 
 
 
Realized gain on sale of marketable securities
$ 0 
$ 0 
$ 3,911 
Change in fair value of the contingent purchase price liability
509 
170 
(926)
Miscellaneous other income
37 
Total other income
$ 509 
$ 170 
$ 3,022 
Net Loss Per Share (Common Shares Excluded from Net Loss) (Detail)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
Shares of common stock issuable upon the exercise which were excluded from the computation of diluted earnings per share
35,570 
17,130 
Warrants to purchase common stock [Member]
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
Shares of common stock issuable upon the exercise which were excluded from the computation of diluted earnings per share
22,308 
8,540 
Options to purchase common stock [Member]
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
Shares of common stock issuable upon the exercise which were excluded from the computation of diluted earnings per share
13,262 
8,590 
Income Taxes (Components of Federal and State Income Tax Expense (Benefit)) (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Current
 
 
 
Federal
$ 0 
$ 0 
$ 0 
State
Total current
Deferred
 
 
 
Federal
332 
894 
State
33 
158 
Total deferred
365 
1,052 
Total income tax expense (benefit)
$ 365 
$ 0 
$ 1,052 
Income Taxes (Components of Net Deferred Tax Assets) (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]
 
 
Net operating loss carryforwards
$ 75,221 
$ 53,950 
Tax credit carryforwards
3,866 
3,590 
Stock based compensation
5,050 
4,676 
Other
1,430 
190 
Licensing deduction deferral
9,910 
8,919 
Gross deferred tax assets
95,477 
71,325 
Valuation allowance
(95,477)
(71,325)
Net deferred tax asset
$ 0 
$ 0 
Income Taxes (Components of Net Deferred Tax Liabilities) (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]
 
 
In-process research and development not subject to future amortization for tax purposes
$ 5,418 
$ 5,053 
Gross deferred tax liability
$ 5,418 
$ 5,053 
Income Taxes (Schedule of Provision Computed by Applying Federal Statutory Rate) (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]
 
 
 
Expected federal income tax benefit
$ (21,603)
$ (12,447)
$ (25,713)
State income taxes after credits
(2,375)
(1,283)
(3,676)
Unrealized gain on marketable securities
1,052 
Changes in warrant value
(456)
(6,503)
17,283 
Stock compensation
508 
3,996 
813 
Effect of change in valuation allowance
24,029 
17,275 
11,408 
Income tax credits
(276)
(42)
240 
Other
538 
(996)
125 
Total income tax expense (benefit)
$ 365 
$ 0 
$ 1,052 
Income Taxes (Additional Information) (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Tax Credit Carryforward [Line Items]
 
 
Federal operating loss carryforwards
$ 200.0 
 
State operating loss carryforwards
183.5 
 
Operating loss carryforwards, exercise of stock options
1.4 
 
Decrease in deferred tax assets
(0.6)
 
Deferred income tax valuation
 
100.00% 
Increase in valuation allowance
24.0 
17.4 
Domestic Tax Authority [Member]
 
 
Tax Credit Carryforward [Line Items]
 
 
Research and development tax credit carryforwards
2.5 
 
State and Local Jurisdiction [Member]
 
 
Tax Credit Carryforward [Line Items]
 
 
Research and development tax credit carryforwards
$ 2.1 
 
License Agreements License Agreements (Additional Information) (Detail) (USD $)
1 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 12 Months Ended
Mar. 30, 2013
Dec. 31, 2015
Jul. 17, 2014
Zuplenz [Member]
milestone_payment
Jul. 17, 2014
Zuplenz [Member]
Jul. 17, 2014
Zuplenz [Member]
Minimum [Member]
Jul. 17, 2014
Zuplenz [Member]
Maximum [Member]
Mar. 18, 2013
Orexo [Member]
milestone_payment
Dec. 31, 2015
Orexo [Member]
Mar. 31, 2013
Orexo [Member]
Dec. 31, 2015
M D Anderson Cancer Center [Member]
License And Collaboration Agreements [Line Items]
 
 
 
 
 
 
 
 
 
 
Annual maintenance fee
 
 
 
 
 
 
 
 
 
$ 200,000 
Milestone payment
 
5,000,000 
 
16,500,000 
 
 
 
 
 
200,000 
Cash paid for acquisition of Abstral rights
10,000,000 
 
 
 
 
 
 
 
 
 
Remaining cash held of Abstral rights
 
 
 
 
 
 
 
 
5,000,000 
 
Number of one-time future milestone payments
 
 
 
 
 
 
 
 
Estimated year of licensed patents expiration
 
 
 
 
 
 
 
2019 
 
 
Phase one milestone payment
 
500,000 
 
 
 
 
 
 
 
 
Phase two milestone payment
 
250,000 
 
 
 
 
 
 
 
 
Phase two milestone payment period
 
30 days 
 
 
 
 
 
 
 
 
Net sales target
 
 
 
 
$ 20,000,000 
$ 100,000,000 
 
 
 
 
Significant Customers and Concentration of Credit Risk (Details)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Concentration Risk [Line Items]
 
 
Number of commercial products
 
Number of dosing strengths
 
Customer Concentration Risk [Member] |
Sales Revenue, Product Line [Member] |
Customer A [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
43.00% 
25.00% 
Customer Concentration Risk [Member] |
Sales Revenue, Product Line [Member] |
Customer B [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
18.00% 
6.00% 
Customer Concentration Risk [Member] |
Sales Revenue, Product Line [Member] |
Customer C [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
14.00% 
26.00% 
Customer Concentration Risk [Member] |
Sales Revenue, Product Line [Member] |
Customer D [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
11.00% 
34.00% 
Customer Concentration Risk [Member] |
Accounts Receivable [Member] |
Customer A [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
24.00% 
25.00% 
Customer Concentration Risk [Member] |
Accounts Receivable [Member] |
Customer B [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
31.00% 
1.00% 
Customer Concentration Risk [Member] |
Accounts Receivable [Member] |
Customer C [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
16.00% 
11.00% 
Customer Concentration Risk [Member] |
Accounts Receivable [Member] |
Customer D [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
21.00% 
54.00% 
Related Party Transactions (Details) (Troy Gould Pc [Member], USD $)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Related Party Transaction [Line Items]
 
 
 
Due to related party
$ 20,000 
$ 97,000 
 
Professional Fees [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Related party expenses
$ 577,000 
$ 553,000 
$ 577,000 
Employee Benefit Plan (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]
 
 
 
Employer contribution
$ 115 
$ 70 
$ 35 
Selected Quarterly Financial Data (Unaudited) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Net revenue
$ 1,436 
$ 2,166 
$ 3,382 
$ 2,750 
$ 3,195 
$ 1,620 
$ 2,331 
$ 2,173 
 
 
 
Gross profit on net revenue
1,229 
1,454 
2,914 
2,357 
2,536 
1,303 
1,886 
1,751 
 
 
 
Net loss
$ (19,678)
$ (18,026)
$ (15,660)
$ (10,537)
$ (7,506)
$ (6,173)
$ (19,941)
$ (2,536)
$ (63,902)
$ (36,606)
$ (76,678)
Net loss per share (usd per share)
$ (0.12)
$ (0.11)
$ (0.10)
$ (0.08)
$ (0.06)
$ (0.05)
$ (0.17)
$ (0.02)
 
 
 
Discontinued Operations, Assets Held for Sale (Details) (Commercial Business Segment [Member], USD $)
3 Months Ended
Sep. 30, 2015
Dec. 31, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Impairment charge
$ 8,100,000 
 
Success fee contingently due to third party
900,000 
 
Percent of realized future revenue
 
5.00% 
Retention fees contingently due
352,000 
 
Retention fees contingently due (as percentage of consideration received)
3.00% 
 
Abstral Rights and Zuplenz Rights [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Potential future milestone payments
 
$ 30,000,000 
Discontinued Operations, Assets Held for Sale - Carrying Amounts of Assets and LIabilities (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Total current liabilities held for sale
$ 5,925 
$ 7,169 
Commercial Business Segment [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Accounts receivable
392 
1,535 
Inventories
655 
Prepaid expenses and other current assets
1,747 
Equipment and furnishings, net
270 
Goodwill
172 
Total current assets of discontinued operations
392 
27,013 
Accounts payable
1,491 
385 
Accrued expenses and other current liabilities
4,434 
6,784 
Total current liabilities held for sale
5,925 
7,169 
Abstral Rights, Net [Member] |
Commercial Business Segment [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Rights
14,533 
Zuplenz Rights [Member] |
Commercial Business Segment [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Rights
$ 0 
$ 8,101 
Discontinued Operations, Assets Held for Sale - Components Attributable to Commercial Business (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
Impairment charge from classification as assets held for sale
$ (8,071)
$ 0 
$ 0 
Loss on sale of commercial business assets
(4,549)
Loss from discontinued operations
(24,946)
(8,322)
(5,351)
Commercial Business Segment [Member]
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
Net revenue
9,734 
9,319 
2,487 
Cost of revenue
(1,780)
(1,403)
(520)
Amortization of certain acquired intangible assets
(921)
(440)
(131)
Research and development
(355)
(680)
(651)
Selling, general, and administrative
(17,655)
(15,118)
(6,536)
Impairment charge from classification as assets held for sale
(8,071)
Loss on sale of commercial business assets
(4,549)
Severance and exit costs
(1,349)
Loss from discontinued operations
$ (24,946)
$ (8,322)
$ (5,351)
Discontinued Operations, Assets Held for Sale - Significant Operating Non-cash and Capital Expenditures (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
Depreciation and amortization expense
$ 355 
$ 362 
$ 286 
Purchases of property and equipment
$ (153)
$ (57)
$ (320)
Discontinued Operations, Assets Held for Sale - Net Proceeds from the Sale (Details) (Commercial Business Segment [Member], USD $)
In Thousands, unless otherwise specified
Nov. 19, 2015
Abstral Rights, Net [Member]
Dec. 24, 2015
Zuplenz Rights [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Disposal Group, Including Discontinued Operation, Consideration
$ 8,348 
$ 3,750 
Disposal Group, Including Discontinued Operation, Transaction Costs
(815)
(1,050)
Disposal Group, Including Discontinued Operation, Consideration, Net
$ 7,533 
$ 2,700 
Subsequent Events (Additional Information) (Details) (USD $)
0 Months Ended 1 Months Ended 12 Months Ended 0 Months Ended 1 Months Ended 3 Months Ended 0 Months Ended
Dec. 3, 2015
Sep. 23, 2013
Sep. 18, 2013
Sep. 30, 2013
Dec. 31, 2015
Dec. 31, 2014
May 8, 2013
Apr. 10, 2015
Subsequent Event [Member]
Mar. 18, 2015
Subsequent Event [Member]
Apr. 10, 2015
Subsequent Event [Member]
Mar. 18, 2015
Subsequent Event [Member]
Sep. 30, 2015
Commercial Business Segment [Member]
Dec. 3, 2015
Galena Biopharma, Inc. Derivative Litigation, Civil Action No. 3:14-cv-00382-SI
Dec. 3, 2015
Galena Biopharma, Inc. Securities Litigation, Civil Action No. 3:14-cv-00367-SI
Subsequent Event [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, shares
 
 
17,500,000 
 
1,400,000.0 
1,400,000.0 
 
 
24,358,974 
 
 
 
 
 
Share price (usd per share)
 
 
$ 2.00 
 
 
 
 
 
 
 
$ 1.56 
 
 
 
Proceeds from issuance of shares
 
$ 5,200,000 
$ 35,000,000 
 
$ 2,300,000 
$ 2,300,000 
 
 
$ 38,000,000 
 
 
 
 
 
Number of shares per unit
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercise price (usd per share)
 
 
$ 2.50 
 
 
 
$ 2.47 
 
 
 
$ 2.08 
 
 
 
Common stock, shares authorized
 
 
 
 
275,000,000 
125,000,000 
 
 
 
 
3,653,846 
 
 
 
Number of shares availabe from warrants
 
 
0.35 
 
 
 
 
 
 
 
0.50 
 
 
 
Shares issued, overallotment option
 
 
 
 
 
 
 
 
1,826,923 
 
 
 
 
 
Proceeds from issuance of shares, net underwriting discounts, commissions and offering expenses
 
 
 
37,500,000 
 
 
 
5,400,000 
 
40,800,000 
 
 
 
 
Impairment charge
 
 
 
 
 
 
 
 
 
 
 
8,100,000 
 
 
Litigation settlement, amount
$ 25,000,000 
 
 
 
 
 
 
 
 
 
 
 
$ 5,000,000 
$ 20,000,000 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period
 
 
 
 
2,032,000