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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2012	Mar. 13, 2013	Jun. 29, 2012
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Trading Symbol	MNKD
Entity Registrant Name	MANNKIND CORP
Entity Central Index Key	0000899460
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		289,350,125
Entity Public Float			$ 264,556,791

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 61,840	$ 2,681
State research and development credit exchange receivable - current	450
Prepaid expenses and other current assets	4,520	3,140
Total current assets	66,810	5,821
Property and equipment - net	183,961	193,029
State research and development credit exchange receivable - net of current portion	313	473
Other assets	230	230
Total	251,314	199,553
Current liabilities:
Accounts payable	4,555	4,624
Accrued expenses and other current liabilities	25,777	20,736
Senior convertible notes	114,443
Total current liabilities	144,775	25,360
Senior convertible notes	97,583	210,642
Note payable to related party	119,635	277,203
Total liabilities	361,993	513,205
Commitments and contingencies
Stockholders' deficit:
Undesignated preferred stock, $0.01 par value - 10,000,000 shares authorized; no shares issued or outstanding at December 31, 2011 and 2012
Common stock, $0.01 par value - 250,000,000 and 550,000,000 shares authorized at December 31, 2011 and 2012, respectively; 131,522,945 and 286,035,082 shares issued and outstanding at December 31, 2011 and 2012, respectively	2,860	1,315
Additional paid-in capital	1,991,379	1,620,535
Accumulated other comprehensive income (loss)	(6)	44
Deficit accumulated during the development stage	(2,104,912)	(1,935,546)
Total stockholders' deficit	(110,679)	(313,652)
Total	$ 251,314	$ 199,553

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2012	Dec. 31, 2011
Undesignated preferred stock, par value	$ 0.01	$ 0.01
Undesignated preferred stock, shares authorized	10,000,000	10,000,000
Undesignated preferred stock, shares issued
Undesignated preferred stock, shares outstanding
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	550,000,000	250,000,000
Common stock, shares issued	286,035,082	131,522,945
Common stock, shares outstanding	286,035,082	131,522,945

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended			263 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012
Revenue	$ 35	$ 50	$ 93	$ 3,166
Operating expenses:
Research and development	101,522	99,959	112,279	1,467,573
General and administrative	45,473	40,630	40,312	425,704
In-process research and development costs				19,726
Goodwill impairment				151,428
Total operating expenses	146,995	140,589	152,591	2,064,431
Loss from operations	(146,960)	(140,539)	(152,498)	(2,061,265)
Other income (expense)	(1,191)	1,541	(725)	(2,267)
Interest expense on note payable to related party	(10,491)	(10,883)	(10,249)	(38,825)
Interest expense on senior convertible notes	(11,139)	(10,941)	(7,128)	(39,933)
Interest income	7	18	40	36,996
Loss before benefit for income taxes	(169,774)	(160,804)	(170,560)	(2,105,294)
Income tax benefit	(408)			(382)
Net loss	(169,366)	(160,804)	(170,560)	(2,104,912)
Deemed dividend related to beneficial conversion feature of convertible preferred stock				(22,260)
Accretion on redeemable preferred stock				(952)
Net loss applicable to common stockholders	$ (169,366)	$ (160,804)	$ (170,560)	$ (2,128,124)
Net loss per share applicable to common stockholders - basic and diluted	$ (0.94)	$ (1.32)	$ (1.50)
Shares used to compute basic and diluted net loss per share applicable to common stockholders	180,855	121,817	113,672

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended			263 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012
Net loss	$ (169,366)	$ (160,804)	$ (170,560)	$ (2,104,912)
Other comprehensive loss:
Cumulative translation (loss) gain	(2)	(3)	(6)	(6)
Unrealized gain (loss) on investments:
Unrealized holding gain (loss) during the period		(27)	361	48
Less: reclassification adjustment for gains (losses) included in net loss	(48)			(48)
Net unrealized gain (loss) on investments	(48)	(27)	361
Comprehensive loss	$ (169,416)	$ (160,834)	$ (170,205)	$ (2,104,918)

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

- Definition

Amount after tax, before reclassification adjustments, resulting from the process of expressing in the reporting currency of the reporting entity those amounts that are denominated or measured in a different currency, and from transactions whose terms are denominated in a currency other than the entity's functional currency.

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+ Details

- Definition

Net of tax amount of the income statement impact of the reclassification adjustment for unrealized gain (loss) realized upon the sale of available-for-sale securities.

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- Definition

Net of tax amount of unrealized holding gain (loss) before reclassification adjustments and transfers on available-for-sale securities.

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+ Details

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Series B Convertible Preferred Stock	Series C Convertible Preferred Stock	Series C Convertible Preferred Stock Issuable	Series C Convertible Preferred Stock Subscriptions Receivable	Common Stock	Additional Paid-in Capital	Notes Receivable from Stockholders	Notes Receivable from Officers	Other Comprehensive Income (Loss)	Deficit Accumulated During the Development Stage
Beginning Balance at Feb. 29, 1992	$ (11)					$ 10	$ 890				$ (911)
Capital contribution	20						20
Issuance of common stock (in shares)						73,000
Issuance of common stock	888					$ 1	887
Net loss	(1,175)										(1,175)
Ending Balance (in shares) at Feb. 28, 1993						1,071,000
Ending Balance at Feb. 28, 1993	(278)					$ 11	1,797				(2,086)
Issuance of stock for notes receivable (in shares)						8,000
Issuance of common stock (in shares)						11,000
Issuance of common stock	526						526
Issuance of stock for notes receivable							400	$ (400)
Net loss	(1,156)										(1,156)
Ending Balance (in shares) at Feb. 28, 1994						1,090,000
Ending Balance at Feb. 28, 1994	(908)					$ 11	2,723	(400)			(3,242)
Collection of stock subscription	400							400
Issuance of common stock (in shares)						36,000
Issuance of common stock	1,805						1,805
Net loss	(2,004)										(2,004)
Ending Balance (in shares) at Dec. 31, 1994						1,126,000
Ending Balance at Dec. 31, 1994	(707)					$ 11	4,528				(5,246)
Issuance of common stock for services	8						8
Exercise of stock options (in shares)						1,000
Exercise of stock options	22						22
Stock-based compensation	384						384
Net loss	(2,815)										(2,815)
Ending Balance (in shares) at Dec. 31, 1995						1,127,000
Ending Balance at Dec. 31, 1995	(3,108)					$ 11	4,942				(8,061)
Issuance of common stock (in shares)						1,000
Issuance of common stock	59						59
Exercise of stock options (in shares)						3,000
Exercise of stock options	12						12
Stock-based compensation	126						126
Net loss	(2,570)										(2,570)
Ending Balance (in shares) at Dec. 31, 1996						1,131,000
Ending Balance at Dec. 31, 1996	(5,481)					$ 11	5,139				(10,631)
Conversion of notes payable (in shares)						12,000
Conversion of notes payable	60						60
Issuance of common stock (in shares)						548,000
Issuance of common stock	196					$ 6	190
Exercise of stock options (in shares)						27,000
Exercise of stock options	135						135
Stock-based compensation	2						2
Net loss	(2,280)										(2,280)
Ending Balance (in shares) at Dec. 31, 1997						1,718,000
Ending Balance at Dec. 31, 1997	(7,368)					$ 17	5,526				(12,911)
Conversion of notes payable (in shares)						215,000
Conversion of notes payable	1,202					$ 2	1,200
Issuance of common stock (in shares)						2,253,000
Issuance of common stock	12,726					$ 23	12,703
Exercise of stock options (in shares)						68,000
Exercise of stock options	25					$ 1	24
Stock-based compensation	150						150
Net loss	(3,331)										(3,331)
Ending Balance (in shares) at Dec. 31, 1998						4,254,000
Ending Balance at Dec. 31, 1998	3,404					$ 43	19,603				(16,242)
Conversion of notes payable (in shares)						80,000
Conversion of notes payable	995					$ 1	994
Issuance of common stock (in shares)						162,000
Issuance of common stock	534					$ 2	532
Net loss	(5,679)										(5,679)
Ending Balance (in shares) at Dec. 31, 1999						4,496,000
Ending Balance at Dec. 31, 1999	(746)					$ 46	21,129				(21,921)
Conversion of notes payable (in shares)						63,000
Conversion of notes payable	1,074					$ 1	1,073
Issuance of Series B preferred stock for cash (in shares)		193,000
Issuance of Series B preferred stock for cash	15,000	$ 15,000
Issuance of common stock (in shares)						4,690,000
Issuance of common stock	31,633					$ 46	33,945	(2,358)
Discount on notes below market rate	241							241
Amount in excess of redemption obligation	999						999
Accrued interest on notes	(117)							(117)
Beneficial conversion feature of Series A/B convertible preferred stock	(993)						(993)
Accretion to redemption value on Series A redeemable convertible preferred stock	(149)						(149)
Stock-based compensation	9,609						9,609
Net loss	(24,661)										(24,661)
Ending Balance (in shares) at Dec. 31, 2000		193,000				9,249,000
Ending Balance at Dec. 31, 2000	31,890	$ 15,000				$ 93	65,613	(2,234)			(46,582)
Issuance of common stock (in shares)						3,052,000
Issuance of common stock	78,030					$ 30	78,000
Issuance of common stock for services (in shares)						3,000
Issuance of common stock for services	60						60
Exercise of stock options (in shares)						1,000
Exercise of stock options	13						13
Cash received for common stock issuable	3,900						3,900
Issuance of put option by stockholder	(2,949)						(2,949)
Payments on notes receivable	28							28
Record merger of entities	171,154						171,154
Accrued interest on notes	(189)							(189)
Accretion to redemption value on Series A redeemable convertible preferred stock	(239)						(239)
Stock-based compensation	1,565						1,565
Net loss	(48,245)										(48,245)
Ending Balance (in shares) at Dec. 31, 2001		193,000				12,305,000
Ending Balance at Dec. 31, 2001	235,018	$ 15,000				$ 123	317,117	(2,395)			(94,827)
Issuance of common stock (in shares)						3,922,000
Issuance of common stock	58,815					$ 40	58,775
Issuance of common stock for cash already received (in shares)						234,000
Issuance of common stock for cash already received						$ 2	(2)
Cash received for common stock issuable	98						98
Issuance of stock award to employee/consultants (in shares)						3,000
Issuance of stock award to employee/consultants	84						84
Payments on notes receivable	1,314							1,314
Put option redemption by stockholder	1,921						1,921
Accrued interest on notes	(229)							(229)
Deemed dividend related to beneficial conversion feature of convertible preferred stock	(1,421)						(1,421)
Beneficial conversion feature of Series A/B convertible preferred stock	1,421						1,421
Accretion to redemption value on Series A redeemable convertible preferred stock	(251)						(251)
Stock-based compensation	268						268
Net loss	(206,265)										(206,265)
Ending Balance (in shares) at Dec. 31, 2002		193,000				16,464,000
Ending Balance at Dec. 31, 2002	90,773	$ 15,000				$ 165	378,010	(1,310)			(301,092)
Conversion of notes payable				$ 50,000	$ (50,000)
Issuance of common stock (in shares)						3,494,000
Issuance of common stock	50,000					$ 35	49,965
Issuance of common stock for cash already received (in shares)						17,000
Non-cash compensation expense of officer resulting from stockholder contribution	70						70
Issuance of common stock for cash already received	31,847				31,847
Notes receivable by stockholder issued to officers							225		$ (225)
Put shares sold to majority stockholder	623						623
Accrued interest on notes	(105)							(102)	(3)
Deemed dividend related to beneficial conversion feature of convertible preferred stock	(1,017)						(1,017)
Beneficial conversion feature of Series A/B convertible preferred stock	1,017						1,017
Accretion to redemption value on Series A redeemable convertible preferred stock	(253)						(253)
Stock-based compensation	4,501						4,501
Net loss	(65,879)										(65,879)
Ending Balance (in shares) at Dec. 31, 2003		193,000				19,975,000
Ending Balance at Dec. 31, 2003	111,577	$ 15,000		50,000	(18,153)	$ 200	433,141	(1,412)	(228)		(366,971)
Conversion of notes payable (in shares)			356,000
Conversion of notes payable	18,153		$ 18,153	(18,153)	$ 18,153
Issuance of common stock for cash already received (in shares)			624,000
Issuance of common stock for cash already received			$ 31,847	$ (31,847)
Exercise of stock options (in shares)						86,000
Exercise of stock options	1,079						1,079
Exercise of warrants (in shares)						4,000
Exercise of warrants	46						46
Repayment of notes receivable by stockholder issued to officers	3						(225)		$ 228
Repayment of stock note receivable (in shares)						(90,000)
Repayment of stock note receivable						$ (1)	(1,518)	1,519
Conversion of Series A convertible preferred stock to common stock (in shares)						891,000
Conversion of Series A convertible preferred stock to common stock	5,248					$ 9	5,239
Conversion of Series B convertible preferred stock to common stock (in shares)		(193,000)				811,000
Conversion of Series B convertible preferred stock to common stock		$ (15,000)				$ 8	14,992
Conversion of Series C convertible preferred stock to common stock (in shares)			(980,000)			4,464,000
Conversion of Series C convertible preferred stock to common stock			$ (50,000)			$ 45	49,955
Issuance of common shares in exchange for warrants (in shares)						22,000
Issuance of common shares under Employee Stock Purchase Plan (in shares)						36,000
Issuance of common shares under Employee Stock Purchase Plan	430						430
Accrued interest on notes	(107)							$ (107)
Issuance of common shares pursuant to underwritten public offerings (in shares)						6,557,000
Issuance of common shares pursuant to underwritten public offerings	83,176					$ 66	83,110
Deemed dividend related to beneficial conversion feature of convertible preferred stock	(19,822)						(19,822)
Beneficial conversion feature of Series A/B convertible preferred stock	19,822						19,822
Accretion to redemption value on Series A redeemable convertible preferred stock	(60)						(60)
Stock-based compensation	6,810						6,810
Net loss	(75,992)										(75,992)
Ending Balance (in shares) at Dec. 31, 2004						32,756,000
Ending Balance at Dec. 31, 2004	150,363					$ 327	592,999				(442,963)
Issuance of common shares in exchange for warrants	245						245
Issuance of common stock (in shares)						17,132,000
Issuance of common stock	170,234					$ 171	170,063
Exercise of stock options (in shares)						304,000
Exercise of stock options	1,951					$ 3	1,948
Issuance of stock award to employee/consultants (in shares)						40,000
Issuance of stock award to employee/consultants	(145)					$ 1	(146)
Issuance of common shares in exchange for warrants (in shares)						24,000
Issuance of common shares under Employee Stock Purchase Plan (in shares)						58,000
Issuance of common shares under Employee Stock Purchase Plan	495					$ 1	494
Stock-based compensation	(1,828)						(1,828)
Net loss	(114,338)										(114,338)
Ending Balance (in shares) at Dec. 31, 2005						50,314,000
Ending Balance at Dec. 31, 2005	206,977					$ 503	763,775				(557,301)
Issuance of common shares from the release of restricted stock units (in shares)						102,000
Issuance of common shares from the release of restricted stock units	(340)					$ 1	(341)
Issuance of common stock (in shares)						23,000,000
Issuance of common stock	384,670					$ 230	384,440
Exercise of stock options (in shares)						263,000
Exercise of stock options	2,312					$ 3	2,309
Exercise of warrants (in shares)						339,000
Cancellation of common shares for stock notes receivable (in shares)						(844,000)
Exercise of warrants	2,694					$ 3	2,691
Cancellation of common shares for stock notes receivable						$ (8)	8
Issuance of common shares pursuant to research agreement (in shares)						100,000
Issuance of common shares pursuant to research agreement	2,074					$ 1	2,073
Issuance of common shares under Employee Stock Purchase Plan (in shares)						86,000
Issuance of common shares under Employee Stock Purchase Plan	981					$ 1	980
Stock-based compensation	14,667						14,667
Net loss	(230,548)										(230,548)
Ending Balance (in shares) at Dec. 31, 2006						73,360,000
Ending Balance at Dec. 31, 2006	383,487					$ 734	1,170,602				(787,849)
Issuance of common shares from the release of restricted stock units (in shares)						146,000
Issuance of common shares from the release of restricted stock units	(524)					$ 2	(526)
Issuance of common stock (in shares)						27,014,000
Issuance of common stock	249,750					$ 270	249,480
Exercise of stock options (in shares)						607,000
Exercise of stock options	4,923					$ 6	4,917
Issuance of stock award to employee/consultants (in shares)						30,000
Issuance of stock award to employee/consultants	123						123
Issuance of common shares pursuant to research agreement (in shares)						100,000
Issuance of common shares pursuant to research agreement	944					$ 1	943
Issuance of common shares under Employee Stock Purchase Plan (in shares)						124,000
Issuance of common shares under Employee Stock Purchase Plan	1,065					$ 1	1,064
Stock-based compensation	17,522						17,522
Net loss	(293,190)										(293,190)
Ending Balance (in shares) at Dec. 31, 2007						101,381,000
Ending Balance at Dec. 31, 2007	364,100					$ 1,014	1,444,125				(1,081,039)
Issuance of common shares from the release of restricted stock units (in shares)						248,000
Issuance of common shares from the release of restricted stock units	(315)					$ 2	(317)
Issuance of stock award to employee/consultants (in shares)						30,000
Issuance of stock award to employee/consultants	(18)						(18)
Unrealized gain/(loss) on available-for-sale securities	295									$ 295
Issuance of common shares under Employee Stock Purchase Plan (in shares)						349,000
Issuance of common shares under Employee Stock Purchase Plan	900					$ 4	896
Stock-based compensation	24,811						24,811
Net loss	(303,039)										(303,039)
Ending Balance (in shares) at Dec. 31, 2008						102,008,000
Ending Balance at Dec. 31, 2008	86,734					$ 1,020	1,469,497			295	(1,384,078)
Issuance of common shares from the release of restricted stock units (in shares)						2,240,000
Issuance of common shares from the release of restricted stock units	(7,001)					$ 22	(7,023)
Issuance of common stock (in shares)						8,360,000
Issuance of common stock	59,724					$ 84	59,640
Exercise of stock options (in shares)						94,000
Exercise of stock options	383					$ 1	382
Unrealized gain/(loss) on available-for-sale securities	(581)									(581)
Issuance of common shares under Employee Stock Purchase Plan (in shares)						323,000
Issuance of common shares under Employee Stock Purchase Plan	1,400					$ 3	1,397
Unrealized gain/(loss) on foreign currency translation	5									5
Stock-based compensation	20,219						20,219
Net loss	(220,104)										(220,104)
Ending Balance (in shares) at Dec. 31, 2009						113,025,000
Ending Balance at Dec. 31, 2009	(59,221)					$ 1,130	1,544,112			(281)	(1,604,182)
Conversion of notes payable (in shares)						2,100,000
Conversion of notes payable	16,681					$ 21	16,660
Issuance of common shares from the release of restricted stock units (in shares)						962,000
Issuance of common shares from the release of restricted stock units	(3,392)					$ 10	(3,402)
Issuance of common stock (in shares)						2,100,000
Issuance of common stock	14,335					$ 21	14,314
Exercise of stock options (in shares)						318,000
Exercise of stock options	924					$ 3	921
Issuance of stock under share lending agreement (in shares)						9,000,000
Issuance of stock under share lending agreement	161					$ 90	71
Unrealized gain/(loss) on available-for-sale securities	$ 361									361
Issuance of common shares under Employee Stock Purchase Plan (in shares)	287,597					288,000
Issuance of common shares under Employee Stock Purchase Plan	$ 1,605					$ 3	1,602
Unrealized gain/(loss) on foreign currency translation	(6)									(6)
Stock-based compensation	13,580						13,580
Net loss	(170,560)										(170,560)
Ending Balance (in shares) at Dec. 31, 2010						127,793,000
Ending Balance at Dec. 31, 2010	(185,532)					$ 1,278	1,587,858			74	(1,774,742)
Beginning Balance at Dec. 31, 2009	(59,221)					$ 1,130	1,544,112			(281)	(1,604,182)
Ending Balance (in shares) at Dec. 31, 2011						131,523,000
Ending Balance at Dec. 31, 2011	(313,652)					$ 1,315	1,620,535			44	(1,935,546)
Beginning Balance at Dec. 31, 2010	(185,532)					$ 1,278	1,587,858			74	(1,774,742)
Conversion of notes payable (in shares)						1,400,000
Conversion of notes payable	11,116					$ 14	11,102
Issuance of common shares from the release of restricted stock units (in shares)						433,000
Issuance of common shares from the release of restricted stock units	(543)					$ 4	(547)
Issuance of common stock (in shares)						1,400,000
Issuance of common stock	9,540					$ 14	9,526
Exercise of stock options (in shares)						214,000
Exercise of stock options	628					$ 2	626
Unrealized gain/(loss) on available-for-sale securities	$ (27)									(27)
Issuance of common shares under Employee Stock Purchase Plan (in shares)	282,816					283,000
Issuance of common shares under Employee Stock Purchase Plan	$ 769					$ 3	766
Unrealized gain/(loss) on foreign currency translation	(3)									(3)
Stock-based compensation	11,204						11,204
Net loss	(160,804)										(160,804)
Ending Balance (in shares) at Dec. 31, 2011						131,523,000
Ending Balance at Dec. 31, 2011	(313,652)					$ 1,315	1,620,535			44	(1,935,546)
Conversion of notes payable (in shares)						71,250,000
Conversion of notes payable	184,537					$ 713	183,824
Issuance of common shares from the release of restricted stock units (in shares)						886,000
Issuance of common shares from the release of restricted stock units	$ (906)					$ 9	(915)
Exercise of stock options (in shares)	3,216					3,000
Exercise of stock options	$ 9						9
Fair value of forward purchase contracts	1,237						1,237
Issuance of common shares pursuant to litigation settlement (in shares)						225,000
Issuance of common shares pursuant to litigation settlement	438					$ 2	436
Commitment to deliver common shares pursuant to litigation settlement to additional paid-in capital	6,056						6,056
Reclassification adjustment for gains (losses) included in net loss	$ (48)									(48)
Issuance of common shares under Employee Stock Purchase Plan (in shares)	422,260					211,000
Issuance of common shares under Employee Stock Purchase Plan	$ 862					$ 2	860
Unrealized gain/(loss) on foreign currency translation	(2)									(2)
Issuance of common shares pursuant to underwritten public offerings (in shares)						81,938,000
Issuance of common shares pursuant to underwritten public offerings	166,864					$ 819	166,045
Stock-based compensation	13,292						13,292
Net loss	(169,366)										(169,366)
Ending Balance (in shares) at Dec. 31, 2012						286,035,000
Ending Balance at Dec. 31, 2012	$ (110,679)					$ 2,860	$ 1,991,379			$ (6)	$ (2,104,912)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended			263 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (169,366)	$ (160,804)	$ (170,560)	$ (2,104,912)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and accretion	14,402	15,912	17,324	126,777
Stock-based compensation expense	13,292	11,204	13,580	137,918
Stock expense for shares issued pursuant to research agreement				3,018
Loss (gain) on sale, abandonment/disposal or impairment of property and equipment	682	(4)		24,253
Accrued interest on investments, net of amortization of premiums (discounts)				(191)
In-process research and development				19,726
Goodwill impairment				151,428
Loss on available-for-sale securities	117		644	990
Fair value of forward purchase contract	1,237			1,237
Common shares issued pursuant to litigation settlement	438			438
Commitment to deliver common shares pursuant to litigation settlement	6,056			6,056
Other, net	(2)	(3)	(6)	1,099
Changes in assets and liabilities:
State research and development credit exchange receivable	(290)	830	1,115	(763)
Prepaid expenses and other current assets	(1,545)	224	823	(2,570)
Other assets		87	267	(230)
Accounts payable	44	2,672	(4,287)	4,418
Accrued expenses and other current liabilities	15,075	6,045	(7,554)	35,049
Other liabilities				(2)
Net cash used in operating activities	(119,860)	(123,837)	(148,654)	(1,596,261)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities			(4,178)	(796,779)
Sales and maturities of marketable securities		3,828	2,000	796,393
Purchase of property and equipment	(637)	(6,858)	(9,542)	(327,746)
Proceeds from sale of property and equipment	77	93		454
Net cash used in investing activities	(560)	(2,937)	(11,720)	(327,678)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock and warrants for cash	167,735	10,941	17,025	1,397,756
Collection of Series C convertible preferred stock subscriptions receivable				50,000
Issuance of Series B convertible preferred stock for cash				15,000
Cash received for common stock to be issued				3,900
Repurchase of common stock				(1,028)
Put shares sold to majority stockholder				623
Borrowings under lines of credit				4,220
Proceeds from notes receivables				1,742
Borrowings on notes payable from related party	12,750	53,000	87,000	387,750
Principal payments on notes payable to principal stockholder				(70,000)
Borrowings on notes payable				3,460
Principal payments on notes payable				(1,667)
Proceeds from senior convertible notes			95,783	207,050
Payment of employment taxes related to vested restricted stock units	(906)	(547)	(3,392)	(13,027)
Net cash provided by financing activities	179,579	63,394	196,416	1,985,779
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	59,159	(63,380)	36,042	61,840
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,681	66,061	30,019
CASH AND CASH EQUIVALENTS, END OF PERIOD	61,840	2,681	66,061	61,840
SUPPLEMENTAL CASH FLOWS DISCLOSURES:
Cash paid for income taxes				26
Interest paid in cash, net of amounts capitalized to Construction in progress	9,755	17,248	13,662	59,152
Accretion on redeemable convertible preferred stock				(952)
Issuance of common stock upon conversion of notes payable				3,331
Increase in additional paid-in capital resulting from merger				171,154
Issuance of common stock for notes receivable				2,758
Issuance of put option by stockholder				(2,949)
Put option redemption by stockholder				1,921
Issuance of Series C convertible preferred stock subscriptions				50,000
Issuance of Series A redeemable convertible preferred stock				4,296
Conversion of Series A redeemable convertible preferred stock				(5,248)
Non-cash construction in progress and property and equipment	4,072	250	1,742	4,072
Capitalization of interest on note payable to related party	14,219			14,219
Reduction of principal on note payable to related party upon issuance of common stock and warrants	184,537	$ 11,116	$ 16,681	212,334
Forward purchase contracts contribution to additional paid-in capital	29,317			29,317
Reclassification of forward purchase contracts to additional paid-in capital	$ 28,080			$ 28,080

Consolidated Statements of Cash Flows (Parenthetical) - shares shares in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Series B Preferred Stock
Conversion of convertible preferred stock amount converted	15
Series C Preferred Stock
Conversion of convertible preferred stock amount converted		50

Description of business and basis of presentation

12 Months Ended

Dec. 31, 2012

Description of business and basis of presentation

1. Description of business and basis of presentation

Business — MannKind Corporation and subsidiaries (the “Company”) is a biopharmaceutical company focused on the discovery, development and commercialization of therapeutic products for diseases such as diabetes. The Company’s lead product candidate, AFREZZA, (insulin human [rDNA origin]) inhalation powder, is an ultra rapid-acting insulin therapy that is in late-stage clinical investigation for the treatment of adults with type 1 or type 2 diabetes for the control of hyperglycemia.

AFREZZA consists of the Company’s proprietary Technosphere particles onto which insulin molecules are loaded. These loaded particles are then aerosolized and inhaled deep into the lung using the Company’s AFREZZA inhaler.

Basis of Presentation — The Company is considered to be in the development stage as its primary activities and since incorporation has been establishing its facilities, recruiting personnel, conducting research and development, business development, business and financial planning, and raising capital. It is costly to develop therapeutic products and conduct clinical trials for the Company’s products. Since its inception through December 31, 2012, the Company has reported accumulated net losses of $2.1 billion, which include a goodwill impairment charge of $151.4 million (see Note 2), and cumulative negative cash flow from operations of $1.6 billion. At December 31, 2012, the Company’s capital resources consisted of cash and cash equivalents of $61.8 million.

In October 2007, the Company entered into a $350.0 million loan arrangement with its principal stockholder, The Mann Group, LLC (“The Mann Group”). In December 2012, the Company amended and restated the promissory note underlying the loan arrangement to, among other things, extend the maturity date of the promissory note to January 1, 2014, extend the date through which the Company can borrow under the promissory note to September 30, 2013, and adjust the annual interest rate on all outstanding principal to the one-year London Interbank Offered Rate (LIBOR) on December 31, 2012 plus 5%, effective January 1, 2013 (see Note 6 — Related-party arrangements).

In October 2012, concurrently with an underwritten public offering (see Note 10 — Common and preferred stock), The Mann Group agreed to purchase $107.4 million worth of restricted shares of common stock and restricted warrants in exchange for cancellation of principal under the $350.0 million amended and restated promissory note, the closing of which was completed in December 31, 2012. Following the cancellation of the principal amount and the capitalization of the accrued and unpaid interest, the total principal amount outstanding under the amended and restated promissory note was $119.6 million, and the Company had $125.4 million available for borrowing under the amended and restated promissory note (see Note 6 — Related-party arrangements). On December 15, 2013, $115.0 million aggregate principal will be due under the 3.75% Senior Convertible Notes for unconverted securities on that date (see Note 7 — Senior convertible notes).

Based upon the Company’s current expectations, management believes the Company’s existing capital resources, including the available borrowings under our loan arrangement with The Mann Group, as amended, will enable it to continue planned operations through at least the third quarter of 2013. However, the Company cannot provide assurances that its plans will not change or that changed circumstances will not result in the depletion of its capital resources more rapidly than it currently anticipates. The Company will need to raise additional capital, whether through the sale of equity or debt securities, a strategic business collaboration with a pharmaceutical company, the establishment of other funding facilities, licensing arrangements, asset sales or other means, in order to continue the development and commercialization of AFREZZA and other product candidates and to support its other ongoing activities. However, the Company cannot provide assurances that such additional capital will be available whether through the sale of equity or debt securities, a strategic business collaboration with a pharmaceutical company, the establishment of other funding facilities, licensing arrangements, asset sales or other means. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

On December 12, 2001, the stockholders of AlleCure Corp. (“AlleCure”) and CTL ImmunoTherapies Corp. (“CTL”) voted to exchange their shares for shares of Pharmaceutical Discovery Corporation (“PDC”). Upon

approval of the merger, PDC then changed its name to MannKind Corporation. PDC was incorporated in the State of Delaware on February 14, 1991. The stockholders of PDC did not vote on the merger. At the date of the merger, Mr. Alfred Mann owned 76% of PDC, 59% of AlleCure and 69% of CTL. Accordingly, only the minority interest of AlleCure and CTL was stepped up to fair value using the purchase method of accounting. As a result of this purchase accounting, in-process research and development of $19.7 million and goodwill of $151.4 million were recorded at the entity level. The historical basis of PDC and the historical basis relating to the ownership interests of Mr. Mann in AlleCure and CTL have been reflected in the financial statements. For periods prior to December 12, 2001, the results of operations have been presented on a combined basis. All references in the accompanying financial statements and notes to the financial statements to number of shares, sales price and per share amounts of the Company’s capital stock have been retroactively restated to reflect the share exchange ratios for each of the entities that participated in the merger.

For periods subsequent to December 12, 2001, the accompanying financial statements have been presented on a consolidated basis and include the wholly-owned subsidiaries, AlleCure and CTL. On December 31, 2002, AlleCure and CTL merged with and into MannKind and ceased to be separate entities.

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated.

Segment Information — In accordance with Accounting Standards Codification (“ASC”) 280-10-50 Segment Reporting, operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as one segment operating primarily in the United States of America.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS140-4/FIN46(R)-8
-Paragraph 8, C1, C7
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Summary of significant accounting policies

12 Months Ended

Dec. 31, 2012

Summary of significant accounting policies

2. Summary of significant accounting policies

Financial Statement Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The more significant estimates reflected in these accompanying financial statements involve assessing long-lived assets for impairment, accrued expenses, including clinical trial expenses, valuation of forward purchase contracts, valuation of stock-based compensation and the determination of the provision for income taxes and corresponding deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets.

Cash and Cash Equivalents — The Company considers all highly liquid investments with original or remaining maturities of 90 days or less at the time of purchase, that are readily convertible into cash to be cash equivalents.

Concentration of Credit Risk — Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. Cash and cash equivalents consist primarily of interest-bearing accounts and are regularly monitored by management and held in high credit quality institutions.

State Research and Development Credit Exchange Receivable — The State of Connecticut provides certain companies with the opportunity to exchange certain research and development income tax credit carryforwards for cash in exchange for foregoing the carryforward of the research and development credits. The program provides for an exchange of research and development income tax credits for cash equal to 65% of the value of corporation tax credit available for exchange. Estimated amounts receivable under the program are recorded as a reduction of research and development expenses.

Fair Value of Financial Instruments — The Company utilizes fair value measurement guidance prescribed by GAAP to value its financial instruments. The guidance includes a definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value and expands disclosures about the use of fair value measurements. The valuation techniques utilized are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 – Quoted prices for identical instruments in active markets.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Significant inputs to the valuation model are unobservable.

Goodwill and Identifiable Intangibles — As a result of the merger with AlleCure and CTL on December 12, 2001, as described in Note 1, goodwill of $151.4 million was recorded at the entity level in 2001. Upon adoption of ASC 350-10 Intangibles- Goodwill and Other, the Company adopted a policy of testing goodwill and intangible assets with indefinite lives for impairment at least annually, as of December 31, with any related impairment losses being recognized in earnings when identified. In December 2002 the Company concluded that the major AlleCure product development program should be terminated and that the clinical trials of the CTL product should be halted and returned to the research stage. As a result of this determination, the Company closed the CTL facility and reduced headcount for AlleCure and CTL by approximately 50%. In connection with the annual test for impairment of goodwill as of December 31, 2002, the Company determined that on the basis of the internal study, the goodwill recorded for the AlleCure and CTL units was potentially impaired. The Company performed the second step of the annual impairment test as of December 31, 2002 for each of the potentially impaired reporting units and estimated the fair value of the AlleCure and CTL programs using the expected present value of future cash flows which were expected to be negligible. Accordingly, the goodwill balance of $151.4 million was determined to be fully impaired and an impairment loss was recorded in 2002. Subsequent to December 31, 2002, the Company had no goodwill or intangibles with indefinite lives included on its balance sheets.

Property and Equipment — Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the term of the lease or the service lives of the improvements, whichever is shorter. Assets under construction are not depreciated until placed into service.

Impairment of Long-Lived Assets — The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable in accordance with ASC 360-10-35 Property Plant and Equipment. Assets are considered to be impaired if the carrying value may not be recoverable based upon management’s assessment of the following events or changes in circumstances:

•

significant changes in the Company’s strategic business objectives and utilization of the assets;

•

a determination that the carrying value of such assets can not be recovered through undiscounted cash flows;

•

loss of legal ownership or title to the assets;

•

a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; or

•

the impact of significant negative industry or economic trends.

If the Company believes an asset to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Any write-downs would be treated as permanent reductions in the carrying amount of the asset and an operating loss would be recognized. No asset impairment was recognized during the years ended December 31, 2010, 2011 and 2012, respectively.

Accounts Payable and Accrued Expenses — All liabilities, including accounts payable and accrued expenses, are recorded consistent with the definition of liabilities and accrual accounting.

Income Taxes — Provisions for federal, foreign, state, and local income taxes are calculated on pre-tax income based on current tax law and include the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Deferred income tax assets and liabilities are recorded for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the income tax basis of assets and liabilities. A valuation allowance is recorded to reduce net deferred income tax assets to amounts that are more likely than not to be realized (see Note 15).

Income tax positions are considered for uncertainty in accordance with ASC 740-10-25 Income Taxes, The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no liabilities for uncertain income tax positions have been recorded. If a tax position does not meet the minimum statutory threshold to avoid payment of penalties, the Company recognizes an expense for the amount of the penalty in the period the tax position is claimed in the tax return of the company. The Company recognizes interest accrued related to unrecognized tax benefits in income tax expense, if any. Penalties, if probable and reasonably estimable, are recognized as a component of income tax expense.

Significant management judgment is involved in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets. Due to uncertainties related to the realization of the Company’s deferred tax assets as a result of its history of operating losses, a valuation allowance has been established against the gross deferred tax asset balance. The valuation allowance is based on management’s estimates of taxable income by jurisdiction in which the Company operates and the period over which deferred tax assets will be recoverable. In the event that actual results differ from these estimates or the Company adjusts these estimates in future periods, a change in the valuation allowance may be needed, which could materially impact the Company’s financial position and results of operations.

Contingencies — Contingencies are recorded in accordance with ASC 450 Contingencies. Accordingly, the Company records a loss contingency for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Stock-Based Compensation — As of December 31, 2012, the Company had three active stock-based compensation plans, which are described more fully in Note 12. The Company accounts for all share-based payments to employees, including grants of stock awards and the compensatory elements of the employee stock purchase plan in accordance with ASC 718 Compensation- Stock Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees, including grants of stock options, restricted stock units, performance-based awards and the compensatory elements of employee stock purchase plans, to be recognized in the income statement based upon the fair value of the awards at the grant date. The Company uses the Black-Scholes option valuation model to estimate the grant date fair value of employee stock options and the compensatory elements of employee stock purchase plans. Restricted stock units are valued based on the market price on the grant date. The Company evaluates stock awards with performance conditions as to the probability that the performance conditions will be met and estimates the date at which the performance conditions will be met in order to properly recognize stock-based compensation expense over the requisite service period.

Warrants — The Company has issued warrants to purchase shares of its common stock. Warrants have been accounted for within equity in accordance with the provisions of ASC 815-40 Derivatives and Hedging, Contracts in an Entity’s Own Stock, previously EITF Issue No. 00-19: Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.

Forward Contracts — The Company has entered into agreements with The Mann Group whereby the Company agreed to sell and The Mann Group agreed to purchase common stock and/or warrants. These agreements have been accounted for as forward contracts, having met the definition of derivative instruments in accordance with the provisions of ASC 815 Derivatives and Hedging. The Company determines the fair value of the forward contract upon its issuance, records fair value adjustments of the forward contract to Other income (expense) during the reporting period and through the settlement of the forward contract, and reclassifies the forward contract to equity upon settlement of the forward contract.

Comprehensive Income (Loss) — Other comprehensive income (loss) (OCI) is recorded in accordance with ASC 220-10-45 Comprehensive Income, which requires that all components of comprehensive income (loss) be reported in the financial statements in the period in which they are recognized. OCI includes certain changes in stockholders’ equity that are excluded from net income. Specifically, the Company includes in OCI unrealized gains and losses on its available-for-sale securities and cumulative translation gains and losses.

Research and Development Expenses — Research and development expenses consist primarily of costs associated with the clinical trials of the Company’s product candidates, manufacturing supplies and other development materials, including raw material purchases of insulin, compensation and other expenses for research and development personnel, costs for consultants and related contract research, facility costs, and depreciation. Research and development costs, which are net of any tax credit exchange recognized for the Connecticut state research and development credit exchange program, are expensed as incurred consistent with ASC 730-10 Research and Development.

Clinical Trial Expenses — Clinical trial expenses, which are reflected in research and development expenses in the accompanying statements of operations, result from obligations under contracts with vendors, consultants, and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The appropriate level of trial expenses are reflected in the Company’s financial statements by matching period expenses with period services and efforts expended. These expenses are recorded according to the progress of the trial as measured by patient progression and the timing of various aspects of the trial. Clinical trial accrual estimates are determined through discussions with internal clinical personnel and outside service providers as to the progress or state of completion of trials, or the services completed. Service provider status is then compared to the contractually obligated fee to be paid for such services. During the course of a clinical trial, the Company may adjust the rate of clinical expense recognized if actual results differ from management’s estimates. The date on which certain services commence, the level of services performed on or before a given date and the cost of the services are often judgmental.

Interest Expense — Interest costs are expensed as incurred, except to the extent such interest is related to construction in progress, in which case interest is capitalized. Interest expense, net of interest capitalized, for the years ended December 31, 2010, 2011 and 2012 was $17.4 million, $21.8 million and $21.6 million, respectively. Interest costs capitalized was not significant for the year ended December 31, 2010 and were $0.4 million and $0.3 million for the years ended December 31, 2011 and 2012, respectively.

Net Loss Per Share of Common Stock — Basic net loss per share excludes dilution for potentially dilutive securities and is computed by dividing loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share for all of the periods presented in the accompanying statements of operations because the reported net loss in each of these periods results in their inclusion being antidilutive.

Exit or Disposal Activities — The obligations related to exit or disposal activities, including reductions in force, are accounted for in accordance with ASC 420-10-30 Exit or Disposal Cost Obligations, (“ASC 420-10-30”). In accordance with ASC 420-10-30, a liability for costs associated with an exit or disposal activity is recognized when the liability is incurred and establishes that fair value is the objective for initial measurements of the liability.

Recently Issued Accounting Standards — In June 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-05, Comprehensive Income (Topic 220): “Presentation of Comprehensive Income.” This update improves the comparability, consistency and transparency of financial reporting and increases the prominence of items reported in other comprehensive income. This update is effective for interim and annual periods beginning after December 15, 2011. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU No. 2011-05. This update deferred only those changes in ASU No. 2011-05 that related to the presentation of reclassification adjustments. In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220) – Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. These amendments do not change the current requirements for reporting net income or other comprehensive income in the financial statements. These amendments provide for additional disclosure requirements for amounts reclassified out of accumulated other comprehensive income. These amendments are effective prospectively for interim and annual periods beginning after December 15, 2012. Early adoption is permitted. Effective January 1, 2012, the Company adopted the new requirements as set forth in ASU No. 2011-05 in the disclosure of comprehensive income on the Company’s consolidated financial statements. The Company is evaluating the impact, if any, of the adoption of ASU No. 2013-02 will have on the Company’s consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04 for Fair Value Measurement (Topic 820): “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. This update addresses how to measure fair value and requires new disclosures about fair value measurements. The amendments in this update are effective for interim and annual periods beginning after December 15, 2011. Effective the quarter ended March 31, 2012, the Company adopted the requirements as set forth in this guidance.

State research and development credit exchange receivable

12 Months Ended

Dec. 31, 2012

State research and development credit exchange receivable

3. State research and development credit exchange receivable

The State of Connecticut provides certain companies with the opportunity to exchange certain research and development income tax credit carryforwards for cash in exchange for forgoing the carryforward of the research and development income tax credits. The program provides for an exchange of research and development income tax credits for cash equal to 65% of the value of corporation tax credit available for exchange. Estimated amounts receivable under the program are recorded as a reduction of research and development expenses. During the years ended December 31, 2010, 2011 and 2012, research and development expenses were offset by $385,000, $609,000 and $289,000, respectively, in connection with the program.

Property and equipment

12 Months Ended

Dec. 31, 2012

Property and equipment

4. Property and equipment

Property and equipment consist of the following (dollar amounts in thousands):


	Estimated Useful Life (Years)		December 31,
	Estimated Useful Life (Years)		2011			2012
Land		—	$	5,273		$	5,273
Buildings		39-40		54,948			54,948
Building improvements		5-40		114,247			114,245
Machinery and equipment		3-15		83,476			81,382
Furniture, fixtures and office equipment		5-10		5,249			5,239
Computer equipment and software		3		13,049			11,840
Leasehold improvements				53			17
Construction in progress				8,498			12,266

				284,793			285,210
Less accumulated depreciation and amortization				(91,764	)		(101,249	)

Property and equipment — net			$	193,029		$	183,961

Leasehold improvements are amortized over four years which is the shorter of the term of the lease or the service lives of the improvements. Depreciation and amortization expense related to property and equipment for the years ended December 31, 2010, 2011 and 2012, and the cumulative period from February 14, 1991 (date of inception) to December 31, 2012 was $16.5 million, $14.6 million, $13.0 million and $121.8 million, respectively.

No asset impairment was recognized during the years ended December 31, 2010, 2011 and 2012.

In December 2009, the Company recognized a loss on disposal of approximately $12.8 million in research and development expense related to the abandonment of first-generation inhaler specific assets which would no longer be used as the Company pursued the commercialization of the next-generation device.

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References + Details

Accrued expenses and other current liabilities

12 Months Ended

Dec. 31, 2012

Accrued expenses and other current liabilities

5. Accrued expenses and other current liabilities

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


	December 31,
	2011		2012
Salary and related expenses	$	8,997	$	10,074
Research and clinical trial costs		2,383		5,995
Accrued interest		8,262		4,533
Construction in progress		—		3,878
Other		1,094		1,297

Accrued expenses and other current liabilities	$	20,736	$	25,777

Related-party arrangements

12 Months Ended

Dec. 31, 2012

Related-party arrangements

6. Related-party arrangements

In October 2007, the Company entered into a $350.0 million loan arrangement with its principal stockholder. In February 2009, the promissory note underlying the loan arrangement was revised as a result of the principal stockholder being licensed as a finance lender under the California Finance Lenders Law. Accordingly, the lender was revised to The Mann Group. Until January 1, 2013, interest on outstanding principal amounts accrued at a fixed rate equal to the one-year London Interbank Offered Rate (LIBOR) rate as reported by the Wall Street Journal on the date of such advance plus 3% per annum. The borrowing rate was 4.5% at December 31, 2012. The promissory note underlying the loan arrangement was amended at various dates during 2012. The most recent amendment occurred in October 2012 to extend the maturity date to January 1, 2014, extend the date through which the Company can borrow under the promissory note to September 30, 2013, and adjust the annual interest rate on all outstanding principal to the one-year LIBOR rate on December 31, 2012 plus 5%, effective beginning on January 1, 2013.

As of December 31, 2012, the total principal amount outstanding under the credit facility was $119.6 million, and the amount available for future borrowings was $125.4 million. Interest is due and payable quarterly in arrears on the first day of each calendar quarter for the preceding quarter, or at such other time as the Company and The Mann Group mutually agree. All or any portion of accrued and unpaid interest that becomes due and payable may be paid-in-kind and capitalized at any time upon mutual agreement of both parties. The Mann Group can require the Company to prepay up to $200.0 million in advances that have been outstanding for at least 12 months. If The Mann Group exercises this right, the Company will have 90 days after The Mann Group provides written notice (or the number of days to maturity of the note if less than 90 days) to prepay such advances (see discussion regarding letter agreement below).

In August 2010, the Company entered into a letter agreement confirming a previous commitment by The Mann Group to not require the Company to prepay amounts outstanding under the amended and restated promissory note if the prepayment would require the Company to use its working capital resources. In the event of a default, all unpaid principal and interest either becomes immediately due and payable or may be accelerated at The Mann Group’s option, and the interest rate will increase to the one-year LIBOR rate calculated on the date of the initial advance or in effect on the date of default, whichever is greater, plus 5% per annum. All borrowings under the loan arrangement are unsecured. The loan arrangement contains no financial covenants. There are no warrants associated with the loan arrangement.

On August 10, 2010, the Company entered into a common stock purchase agreement with The Mann Group. Under this common stock purchase agreement, the Company was required to issue and sell, and The Mann Group was obligated to purchase, the same number of shares of the Company’s common stock that Seaside 88, LP (“Seaside”) purchased on each closing date under its agreement with the Company. The price of the shares that the Company sold to The Mann Group under the agreement was equal to the greater of $7.15 per share (the closing bid price of the Company’s common stock on August 10, 2010) and the closing bid price of the Company’s common stock on the trading day immediately preceding the applicable closing date. The aggregate purchase price for the shares of common stock the Company issued and sold to The Mann Group was paid by cancelling an equal amount of the outstanding principal under the $350.0 million loan arrangement provided by The Mann Group. The August 2010 amendment and restatement of the Company’s promissory note issued to The Mann Group in connection with the loan arrangement also provided for the cancellation of indebtedness under the note as described above and the elimination of the Company’s ability to reborrow under the note the amount of any indebtedness that was cancelled. The common stock purchase agreement with The Mann Group terminated upon termination of the Seaside agreement in the quarter ended September 30, 2011.

In the fourth quarter of 2010, the Company issued and sold a total of 2,100,000 shares of common stock to Seaside for net proceeds of $14.1 million in accordance with the Company’s common stock purchase agreement with Seaside. During the quarter ended March 31, 2011, the Company issued and sold a total of 1,400,000 shares of common stock to Seaside for net proceeds of $9.7 million. No additional shares of common stock were sold to Seaside under this agreement subsequent to the quarter ended March 31, 2011. As of December 31, 2011, the Company had issued and sold a total of 3,500,000 shares of common stock to Seaside for net proceeds of $23.8 million in accordance with the agreement. The agreement with Seaside terminated during the quarter ended September 30, 2011. Concurrently, with the sales to Seaside, the Company issued and sold a total of 2,100,000 and 1,400,000 shares of common stock to The Mann Group, an entity controlled by the Company’s principal stockholder, in 2010 and 2011, respectively, for a total purchase price of $16.7 million and $11.1 million, respectively, which was paid by the cancellation of outstanding principal under the Company’s amended and restated promissory note with The Mann Group.

On February 8, 2012, the Company sold $86.3 million worth of units in an underwritten public offering, with each unit consisting of one share of common stock and a warrant to purchase 0.6 of a share of common stock. Concurrent with this public offering, The Mann Group agreed to purchase $77.2 million worth of restricted shares of common stock to be paid, at the discretion of the Company, by cash or by cancellation of principal indebtedness under the amended loan arrangement, subject to stockholder approval to increase the number of authorized shares. In May 2012, the Company’s stockholders approved an increase in the authorized shares of common stock from 250,000,000 to 350,000,000. On June 27, 2012, the Company completed the closing of the sale of 31,250,000 share of its common stock through the cancellation of outstanding indebtedness under the loan agreement (see Note 10 – Common and preferred stock).

In October 2012, the Company sold $92.0 million worth of units in an underwritten public offering, with each unit to purchase one share of common stock and a warrant to purchase at 0.75 of a share of common stock. Concurrent with the underwritten public offering, the Company entered into a Common Stock and Warrant Purchase Agreement on October 18, 2012, in which the Company was required to issue and sell and The Mann Group was obligated to purchase 40,000,000 restricted shares of the Company’s common stock at a purchase price of $2.59 per share (the consolidated closing bid price of the Company’s common stock on October 17, 2012), and 40,000,000 warrants to purchase up to an aggregate of 30,000,000 restricted shares of the Company’s common stock at a purchase price of $0.125 for each share of the Company’s common stock underlying the warrants, in exchange for cancellation of outstanding principal under the $350 million amended and restated promissory note with The Mann Group.

The restricted shares sold to The Mann Group may not be sold, pledged, assigned or transferred unless (i) the shares have been registered with the Securities and Exchange Commission (“SEC”) or (ii) the restricted shares are exempt from SEC registration requirements and the company has obtained an opinion from the company’s counsel that the shares may be sold lawfully without registration.

As a result of the special meeting of the Company’s stockholders held on December 20, 2012 in which the Company’s stockholders approved an amendment to its Amended and Restated Certificate of Incorporation to increase the authorized shares of its common stock from 350,000,000 shares to 550,000,000 shares, the Company completed the closing of the Common Stock and Warrant Purchase Agreement entered into with The Mann Group on October 18, 2012. The aggregate purchase price for the shares and warrants that the Company issued to The Mann Group was approximately $107.4 million and was paid for by cancelling principal indebtedness owed to The Mann Group under the amended and restated promissory note. The cancelled principal amount became available for reborrowing. Additionally, in accordance with the terms of the note, the Company elected to capitalize the accrued and unpaid interest on the cancelled principal amount that became due upon the closing (see Note 10 – Common and preferred stock).

The principal amount outstanding under the loan arrangement as of December 31, 2011 and 2012, respectively, subsequent to the completion of the common stock purchase agreements was as follows (in thousands):


Principal amount outstanding at December 31, 2011	$	277,203
Borrowings		12,750
Capitalization of accrued and unpaid interest due and payable as of June 27, 2012		11,876
Reduction of principal indebtedness related to the issuance of common stock pursuant to common stock purchase agreement completed on June 27, 2012		(77,187	)
Capitalization of accrued and unpaid interest due and payable as of October 18, 2012		2,343
Reduction of principal indebtedness related to the issuance of common stock pursuant to common stock purchase agreement completed on October 18, 2012		(107,350	)

Principal amount outstanding at December 31, 2012	$	119,635

As of December 31, 2011, the Company had accrued and unpaid interest of $5.9 million related to the amount outstanding and had $45.0 million of available borrowings under the loan agreement. As of December 31, 2012, the Company had accrued and unpaid interest of $2.2 million related to the amount outstanding and had $125.4 million of available borrowings. Interest expense on the Company’s note payable to a related party for the years ended December 31, 2010, 2011 and 2012 was $10.2 million, $10.9 million and $10.5 million, respectively.

In connection with certain meetings of the Company’s board of directors and on other occasions when the Company’s business necessitated air travel for the Company’s principal stockholder and other Company employees, the Company utilized the principal stockholder’s private aircraft, and the Company paid the charter company that manages the aircraft on behalf of the Company’s majority stockholder approximately $230,000, $111,000 and $200,000, respectively, for the years ended December 31, 2010, 2011 and 2012 on the basis of the corresponding cost of commercial airfare.

The Company has entered into indemnification agreements with each of its directors and executive officers, in addition to the indemnification provided for in its amended and restated certificate of incorporation and amended and restated bylaws (see Note 13).

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph b
-Article 3A

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph k
-Article 4

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Senior convertible notes

12 Months Ended

Dec. 31, 2012

Senior convertible notes

7. Senior convertible notes

Senior convertible notes consist of the following (in thousands):


	December 31,
	2011			2012
2013 notes
Principal amount	$	115,000		$	115,000
Unaccreted debt issuance expense		(1,140	)		(557	)

Net carrying amount		113,860			114,443

2015 notes
Principal amount	$	100,000		$	100,000
Unaccreted debt issuance expense		(3,218	)		(2,417	)

Net carrying amount		96,782			97,583

Senior convertible notes	$	210,642		$	212,026

On August 18, 2010, the Company completed a Rule 144A offering of $100.0 million aggregate principal amount of 5.75% Senior Convertible Notes due 2015 (the “2015 notes”). The 2015 notes are governed by the terms of an indenture dated as of August 24, 2010 (the “2015 Note Indenture”). The 2015 notes bear interest at the rate of 5.75% per year on the principal amount, payable in cash semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2011. The Company had accrued interest of $2.2 million as of December 31, 2011 and 2012 related to the 2015 notes. The 2015 notes are general, unsecured, senior obligations of the Company and effectively rank junior in right of payment to all of the Company’s secured debt, to the extent of the value of the assets securing such debt, and to the debt and all other liabilities of the Company’s subsidiaries. The maturity date of the 2015 notes is August 15, 2015 and payment is due in full on that date for unconverted securities. Holders of the 2015 notes may convert, at any time prior to the close of business on the business day immediately preceding the stated maturity date, any outstanding principal into shares of the Company’s common stock at an initial conversion rate of 147.0859 shares per $1,000 principal amount, which is equal to a conversion price of approximately $6.80 per share, subject to adjustment. Except in certain circumstances, if the Company undergoes a fundamental change: (1) the Company will pay a make-whole premium on the 2015 notes converted in connection with a fundamental change by increasing the conversion rate on such Notes, which amount, if any, will be based on the Company’s common stock price and the effective date of the fundamental change, and (2) each holder of 2015 notes will have the option to require the Company to repurchase all or any portion of such holder’s Notes at a repurchase price of 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any. The Company may elect to redeem some or all of the 2015 notes if the closing stock price has equaled 150% of the conversion price for at least 20 of the 30 consecutive trading days ending on the trading day before the Company’s redemption notice. The redemption price will equal 100% of the principal amount of the 2015 notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a make-whole payment equal to the sum of the present values of the remaining scheduled interest payments through and including August 15, 2015 (other than interest accrued up to, but excluding, the redemption date). The Company will be obligated to make the make-whole payment on all the 2015 notes called for redemption and converted during the period from the date the Company mailed the notice of redemption to and including the redemption date. The Company may elect to make the make-whole payment in cash or shares of its common stock, subject to certain limitations. Under the terms of the 2015 Note Indenture, the conversion option can be net-share settled and the maximum number of shares that could be required to be delivered under the contract, including the make-whole shares, is fixed and less than the number of authorized and unissued shares less the maximum number of shares that could be required to be delivered during the contract period under existing commitments. Applying the Company’s sequencing policy, the Company performed an analysis at the time of the offering of the 2015 notes and each reporting date since and concluded that the number of available authorized shares at the time of the offering and each subsequent reporting date was sufficient to deliver the number of shares that could be required to be delivered during the contract period under existing commitments.

The Company incurred approximately $4.2 million in issuance costs which are recorded as an offset to the 2015 notes in the accompanying condensed consolidated balance sheets. These costs are being charged to interest expense using the effective interest method over the term of the 2015 notes.

On December 12, 2006, the Company completed an offering of $115.0 million aggregate principal amount of 3.75% Senior Convertible Notes due 2013 (the “2013 notes”), including $15.0 million aggregate principal amount of the 2013 notes sold pursuant to the underwriters’ over-allotment option that was exercised in full. The 2013 notes are governed by the terms of an indenture dated as of November 1, 2006 and a First Supplemental Indenture, dated as of December 12, 2006 (the “2013 Note Indenture”). The 2013 notes bear interest at the rate of 3.75% per year on the principal amount, payable in cash semi-annually in arrears on June 15 and December 15 of each year, beginning June 15, 2007. The Company had accrued interest of $192,000 as of December 31, 2011 and 2012. The 2013 notes are general, unsecured, senior obligations of the Company and effectively rank junior in right of payment to all of the Company’s secured debt, to the extent of the value of the assets securing such debt, and to the debt and all other liabilities of the Company. The maturity date of the 2013 notes is December 15, 2013 and payment is due in full on that date for unconverted securities. Holders may convert, at any time prior to the close of business on the business day immediately preceding the stated maturity date, any outstanding 2013 notes into shares of the Company’s common stock at an initial conversion rate of 44.5002 shares per $1,000 principal amount of 2013 notes, which is equal to a conversion price of approximately $22.47 per share, subject to adjustment. Except in certain circumstances, if the Company undergoes a fundamental change: (1) the Company will pay a make-whole premium on the 2013 notes converted in connection with a fundamental change by increasing the conversion rate on such 2013 notes, which amount, if any, will be based on the Company’s common stock price and the effective date of the fundamental change, and (2) each holder of the 2013 notes will have the option to require the Company to repurchase all or any portion of such holder’s 2013 notes at a repurchase price of 100% of the principal amount of the 2013 notes to be repurchased plus accrued and unpaid interest, if any. Under the terms of the 2013 Note Indenture, the conversion option can be net-share settled and the maximum number of shares that could be required to be delivered under the contract, including the make-whole shares, is fixed and less than the number of authorized and unissued shares less the maximum number of shares that could be required to be delivered during the contract period under existing commitments. Applying the Company’s sequencing policy, the Company performed an analysis at the time of the offering of the 2013 notes and each reporting date since and concluded that the number of available authorized shares at the time of the offering and each subsequent reporting date was sufficient to deliver the number of shares that could be required to be delivered during the contract period under existing commitments.

The Company incurred approximately $3.7 million in debt issuance costs which are recorded as an offset to the debt in the accompanying balance sheet. These costs are being charged to interest expense using the effective interest method over the term of the 2013 notes.

Accretion of debt issuance expense in connection with the Notes offerings during the years ended December 31, 2011 and 2012 were $1.3 million and $1.4 million, respectively.

Restructuring charges

12 Months Ended

Dec. 31, 2012

Restructuring charges

8. Restructuring charges

On February 10, 2011, the Company announced that following receipt of the Complete Response letter from the United States Food and Drug Administration (“FDA”) regarding the new drug application (“NDA”) for AFREZZA, it implemented a restructuring to streamline operations, reduce operating expenses, extend the cash runway and focus its resources on securing the FDA’s approval of the NDA for AFREZZA. In connection with the restructuring, the Company reduced its total workforce by approximately 41% to 257 employees. The Company recorded charges of approximately $6.7 million for employee severance and other related termination benefits and recognized an initial liability of $6.7 million in February 2011, which approximated fair value.


	Workforce Reduction
Restructuring Balance, February 10, 2011	$	6,659
Cash payments		(6,189	)
Adjustment		(403	)

Restructuring Balance, December 31, 2011	$	67
Adjustment		(67	)

Restructuring Balance, December 31, 2012	$	—

During the year ended December 31, 2011, the Company adjusted the restructuring balance based on the election of certain termination benefits by a portion of the terminated employees.

The remaining restructuring balance as of December 31, 2011 consists of severance and related termination benefits for employees still to be terminated.

The net $6.3 million of costs associated with the restructuring are included in “Research and development” and “General and administrative” operating expenses in the consolidated statements of operations as $4.7 million and $1.6 million, respectively, for the year ended December 31, 2011.

- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

+ References + Details

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2012

Fair Value of Financial Instruments

9. Fair Value of Financial Instruments

The carrying amounts of financial instruments, which include cash equivalents and accounts payable, approximate their fair values due to their relatively short maturities. The fair value of the note payable to related party cannot be reasonably estimated as the Company would not be able to obtain a similar credit arrangement in the current economic environment.

Cash equivalents consist of highly liquid investments with original or remaining maturities of 90 days or less at the time of purchase that are readily convertible into cash. As of December 31, 2011 and 2012, the Company held $2.7 million and $61.8 million, respectively of cash and cash equivalents, consisting of money market funds of $0.6 million and $60.8 million, respectively, and the remaining funds in non-interest bearing checking accounts. The fair value of these money market funds was determined by using quoted prices for identical investments in an active market (Level 1 in the fair value hierarchy).

The following is a summary of the carrying values and estimated fair values of the Company’s senior convertible notes due in 2013 and 2015 (in millions).


	December 31, 2011				December 31, 2012
	Carrying value		Estimated fair value		Carrying value		Estimated fair value
2013 notes	$	113.9	$	61.0	$	114.4	$	81.9
2015 notes	$	96.8	$	60.8	$	97.6	$	63.2

The estimated fair value of the senior convertible notes due 2013 was calculated based on quoted prices in an active market (Level 1 in the fair value hierarchy). The estimated fair value of the senior convertible notes due 2015 was calculated based on model derived valuations whose inputs were observable, such as the Company’s stock price, and non-observable, such as the Company’s long-term historical volatility (Level 3 in the fair value hierarchy). As there is no current observable market for the senior convertible notes due 2015, the Company determined the estimated fair value using a convertible bond valuation model within a lattice framework. The convertible bond valuation model combined expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility and recent price quotes and trading information regarding Company issued debt instruments and shares of common stock into which the notes are convertible.

Derivative financial instruments are recognized as other assets or other current liabilities in the financial statements and measured at fair value. The fair value of foreign exchange hedging contracts equals the carrying value at each balance sheet date. The fair value of these contracts are determined using methodologies based on market observable inputs (Level 2 in the fair value hierarchy), including foreign currency spot rates. The Company used derivative financial instruments to manage its exposure to foreign currency exchange risks related to quarterly purchases on insulin. The Company does not use derivative financial instruments for trading or speculative purposes, nor does it use leveraged financial instruments. Credit risk related to derivative financial instruments was considered minimal and was managed by requiring high credit standards for counterparties and through periodic settlements of positions.

The Company’s derivative financial instruments are not designated as hedging instruments, and gains or losses resulting from changes in the fair value are reported in other income (expense), in the consolidated statements of operations. The Company entered into foreign exchange hedging contracts with notional amounts totaling $25.5 million and zero at December 31, 2010 and 2011, respectively. The Company recorded an unrealized loss on the foreign exchange hedging contracts of $0.2 million at December 31, 2010. The Company recorded a realized loss of $1.6 million and a realized gain of $1.3 million for the years ended December 31, 2010 and 2011, respectively, on the execution of quarterly foreign exchange hedging contracts. The Company terminated these contracts during the quarter ended March 31, 2011.

The estimated fair values in connection with the February 2012 The Mann Group Common Stock Purchase Agreement (“The February 2012 Forward Purchase Contract”) and the October 2012 The Mann Group Common Stock and Warrant Purchase Agreement (“The October 2012 Forward Purchase Contract”) was based on forward purchase contract valuations (Level 3 in the fair value hierarchy). See Note 10 — Common and preferred stock for further discussion.

The following roll-forward provides a summary of the changes in fair value of the Company’s Level 3 forward purchase contracts during the year ended December 31, 2012 (in thousands) :


	The February 2012 Forward Purchase Contract			The October 2012 Forward Purchase Contract			Total
Beginning Balance	$	—		$	—		$	—
Issuance		1,080			28,237			29,317
Adjustments to fair value included in other income (expense)		12,011			(13,248	)		(1,237	)
Transfers to additional paid-in-capital		(13,091	)		(14,989	)		(28,080	)

Ending Balance	$	—		$	—		$	—

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13537-108611

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13504-108611

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 17-22, 27, 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Common and preferred stock

12 Months Ended

Dec. 31, 2012

Common and preferred stock

10. Common and preferred stock

Private Placements — On August 5, 2005, the Company closed a $175.0 million private placement of common stock and the concurrent issuance of warrants for the purchase of additional shares of common stock to accredited investors including the Company’s principal stockholder who purchased $87.3 million of the private placement. The Company sold 17,132,000 shares of common stock in the private placement, together with warrants to purchase up to 3,426,000 shares of common stock at an exercise price of $12.228 per share which became exercisable on February 1, 2006 and expired on August 5, 2010. In connection with this private placement, the Company paid $4.5 million in commissions to the placement agents and incurred $300,000 in other offering expenses which resulted in net proceeds of approximately $170.2 million.

Public Equity Offerings — On August 5, 2009, the Company sold 8,360,000 shares of its common stock, including 960,000 shares sold pursuant to the full exercise of an over-allotment option granted to the underwriters of the offering, at a public offering price of $7.35 per share. The Company’s principal stockholder purchased 1,000,000 of these shares from the underwriters at a price per share of $8.11. The sale of common stock resulted in aggregate net proceeds to the Company of approximately $59.7 million after deducting offering expenses.

Included in the common stock outstanding as of December 31, 2010, 2011 and 2012 are 9,000,000 shares of common stock loaned to Bank of America under a share lending agreement in connection with the offering of the $100.0 million aggregate principal amount of 2015 notes (see Note 7). Bank of America is obligated to return the borrowed shares (or, in certain circumstances, the cash value thereof) to the Company on or about the 45^th business day following the date as of which the entire principal amount of the notes ceases to be outstanding, subject to extension or acceleration in certain circumstances or early termination at Bank of America’s option. The Company did not receive any proceeds from the sale of the borrowed shares by Bank of America, but the Company did receive a nominal lending fee of $0.01 per share from Bank of America for the use of borrowed shares.

On August 10, 2010, the Company entered into an agreement with Seaside for the sale of up to 18,200,000 shares of common stock in increments of 700,000 shares on a bi-weekly basis with the first closing date scheduled for September 22, 2010 provided that certain conditions are met, including for a particular closing to take place, the ten-day volume weighted average trading price for the Company’s common stock immediately prior to such closing must be at least $6.50 per share. If the ten-day volume weighted average trading price for a particular closing was below $6.50 per share, then that closing did not occur and the aggregate number of shares to be purchased was reduced by 700,000 shares. The purchase price per share at each closing was equal to 92% of that 10-day volume weighted average price. During the years ended December 31, 2010 and 2011, the Company issued and sold a total of 2,100,000 and 1,400,000 shares of common stock, respectively, to Seaside for net proceeds of $14.1 million and $9.7 million, respectively, in accordance with the agreement. The agreement with Seaside terminated during the quarter ended September 30, 2011. During the agreement, the Company issued and sold a total of 3,500,000 shares of common stock to Seaside for net proceeds of $23.8 million. In conjunction with the Seaside agreement, on August 10, 2010, the Company entered into a common stock purchase agreement with The Mann Group. Under this common stock purchase agreement, the Company was required to issue and sell, and The Mann Group was obligated to purchase at a price equal to the greater of $7.15 per share (the closing bid price of the Company’s common stock on August 10, 2010) and the closing bid price of common stock on the trading day immediately preceding the applicable closing date, the same number of shares of the Company’s common stock that Seaside purchased on each closing date under its agreement with the Company (see Note 6). Concurrently with the Seaside closing, the Company issued and sold 2,100,000 and 1,400,000 shares to The Mann Group as of December 31, 2010 and 2011, respectively, for a total purchase price of $16.7 million and $11.1 million, respectively, which was paid by the cancellation of outstanding principal under the Company’s loan agreement with The Mann Group. The agreement with The Mann Group terminated during the quarter ended September 30, 2011. During the agreement, the Company issued and sold a total of 3,500,000 shares of common stock to The Mann Group that had resulted in total reduction in the note payable to related party of $27.8 million.

On February 8, 2012, the Company sold 35,937,500 units in an underwritten public offering, including 4,687,500 units sold pursuant to the full exercise of an over-allotment option granted to the underwriters, with each unit consisting of one share of common stock and a warrant to purchase 0.6 of a share of common stock. All of the securities were offered by the Company at a combined price to the public of $2.40 per unit and the underwriters purchased the units at a price of $2.256 per unit. Net proceeds from this offering were approximately $80.6 million, excluding any warrant exercises. The 21,562,500 shares of common stock underlying the warrants are exercisable at $2.40 per share and expire four years from the date of the issuance. The shares of common stock and warrants are immediately separable and were issued separately. Concurrent with the February 2012 underwritten public offering, the Company entered into a common stock purchase agreement with The Mann Group, pursuant to which the Company agreed to sell and The Mann Group agreed to purchase 31,250,000 shares of the Company’s restricted common stock at a price of $2.47 per share, the closing of which was subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Clearance”), and the Company’s receipt of stockholder approval to increase the authorized number of shares of our common stock. In June 2012, following HSR Clearance and the Company’s receipt of such stockholder approval, The Mann Group purchased $77.2 million worth of restricted shares of common stock which were paid through the cancellation of principal indebtedness under the revolving amended loan arrangement with The Mann Group (see Note 6 — Related-party arrangements).

The Company concluded that The Mann Group common stock purchase agreement represented a contingent forward purchase contract that met the definition of a derivative instrument in accordance with ASC 815 Derivatives and Hedging (“ASC 815”). Of the 31,250,000 shares issuable pursuant to the common stock purchase agreement, the portion of the derivative instrument representing 14.7 million shares were recorded as equity (“Equity Portion”) as they met the criteria for equity classification under ASC 815-40 Derivatives and Hedging, Contracts in an Entity’s Own Stock. The remaining 16.5 million shares (“Non-Equity Portion”) required classification outside of equity as the Company did not have sufficient available shares at the time of issuance. The Company revalued the Non-Equity Portion of the forward purchase contract at each reporting date and recorded a fair value adjustment within “Other income (expense)”. At the time of issuance, the fair value of the forward purchase contract was $2.0 million. The Equity Portion of $0.9 million was classified as equity, and the Non-Equity Portion of $1.1 million was initially recorded to “Prepaid expenses and other current assets.”

On May 17, 2012, the Company’s stockholders approved an increase in its authorized shares of common stock from 250,000,000 to 350,000,000. Accordingly, the shares of common stock needed to consummate The Mann Group common stock purchase agreement dated February 2, 2012 became available. As of May 17, 2012, the fair value of the Non-Equity Portion was $13.1 million. As of result of receiving stockholder approval of the increase in authorized shares, the Non-Equity Portion met the criteria for equity classification. Consequently, the Company reclassified the $13.1 million from “Prepaid expenses and other current assets” to “Additional paid-in capital.”

The fair value of the forward purchase contract is highly sensitive to the discount applied for lack of marketability and the stock price, and changes in this discount and/or the stock price caused the value of the forward purchase contract to change significantly. As of and for the year ended December 31, 2012, the Company recognized the change in fair value of $12.0 million in “Other income (expense).” The Company revalued the Non-Equity Portion using a forward contract valuation formula, in which the forward contract was estimated to be equal to the valuation date stock price of $2.40 at issuance and $1.69 at May 17, 2012 minus the strike price discounted to the valuation date using a risk-free rate of 0.08% at issuance and 0.18% at May 17, 2012. As the shares which would be received upon settlement were unregistered, the Company applied a discount for lack of marketability of 2.57% at issuance and 0.42% at May 17, 2012 based on quantitative put models, adjusted to take into account qualitative factors, including the fact that the Company’s stock was publicly traded and the fact that there was no contractual restriction on the unregistered shares being registered.

In October 2012, pursuant to a previously filed Shelf Registration, which was declared effective by the SEC on September 24, 2012, the Company sold in an underwritten public offering 40,000,000 shares of its common stock, together with warrants to purchase up to 30,000,000 shares of the Company’s common stock. In addition, the Company sold pursuant to the full exercise of an over-allotment option granted to the underwriters, an additional 6,000,000 shares of common stock , together with warrants to purchase up to an aggregate of 4,500,000 shares of common stock. All of the securities were sold together with a warrant for a combined purchase price of $2.00 per unit. The shares of common stock and warrants are immediately separable and were issued separately. Net proceeds from this offering were approximately $86.3 million (after deducting discounts and commissions to the underwriters and offering expenses), excluding any future proceeds from the exercise of the warrants. Each warrant entitles the holder to purchase 0.75 of a share of common stock. The warrants are exercisable at $2.60 per share and will expire in October 2013. The Company performed an analysis of the warrants to determine their appropriate classification and concluded that the warrants should be classified within equity.

Concurrent with the underwritten public offering, the Company entered into a Common Stock and Warrant Purchase agreement, in which the Company was required to issue and sell and The Mann Group was obligated to purchase 40,000,000 restricted shares of the Company’s common stock and 40,000,000 warrants to purchase up to an aggregate of 30,000,000 restricted shares of the Company’s common stock in a separate private placement. The restricted shares were sold to The Mann Group at $2.59 per share (the consolidated closing bid price of the Company’s common stock on October 17, 2012), and the warrants were sold to The Mann Group at a purchase price of $0.125 for each share of the Company’s common stock underlying the warrants, in exchange for cancellation of outstanding principal under the $350 million amended and restated promissory note with The Mann Group. The restricted shares and warrants were sold to The Mann Group for an aggregate purchase price of $107.4 million. Following receipt of stockholder approval, in December 2012, to increase the Company’s authorized shares of common stock from 350,000,000 to 550,000,000, the Common Stock and Warrant Purchase agreement was consummated, and the shares of common stock and warrants were issued to The Mann Group.

On the date the Common Stock and Warrant Purchase agreement was entered into with The Mann Group, the Company did not have a sufficient number of authorized, unissued and available common shares to satisfy their commitments under this agreement. The Company characterized the Common Stock and Warrant Purchase agreement as a forward contract, in accordance with ASC 815-40, to deliver a single unit comprising 40,000,000 shares of restricted common stock and 40,000,000 warrants to purchase 30,000,000 shares of restricted common stock that should be classified as assets or liabilities accounted for at fair value.

At the time of issuance, the Company determined the fair value of the forward contract to be $28.2 million and recorded a current asset. On December 20, 2012, the date at which a sufficient number of authorized and unissued common shares became available following approval by the stockholders to increase its authorized shares of common stock, the Company re-valued the forward contract and recorded a fair value adjustment to “Other income (expense)” of $13.2 million expense. Therefore, having met the criteria for equity classification, the Company reclassified the remaining balance of the forward contract of $15.0 million to additional paid in capital. In addition, the Company performed an analysis of the warrants to determine their appropriate classification once the forward contract settled and concluded that the warrants should be classified within equity.

The fair value of the forward purchase contract is highly sensitive to the discount applied for lack of marketability and the stock price, and changes in this discount and/or the stock price caused the value of the Forward Contract to change significantly. The value of the derivative instrument was calculated using a forward contract valuation formula in which the forward contract is estimated to be equal to the valuation date stock price minus the strike price discounted to the valuation date using a risk-free rate of 0.11% at issuance on October 18, 2012 and 0.00% at closing on December 20, 2012. As the shares which would be received upon settlement are currently unregistered, the Company applied a discount for lack of marketability of 2.3% at October 18, 2012 and 1.5% at December 20, 2012 to reflect this lack of marketability based on quantitative put models, adjusted to take into account qualitative factors, including the fact that the Company’s stock is publicly traded and the fact that there is no contractual restriction on the unregistered shares being registered.

The Company then determined that upon the settlement of the forward contracts, the common stock and warrants represent freestanding financial instruments and should be initially recorded at their relative fair values based on the total consideration received. The total consideration received equaled the $107.4 million principal amount of indebtedness cancelled less the recorded value of the forward contracts on December 20, 2012, the date immediately before settlement.

The Company is authorized to issue 550,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.01 per share, issuable in one or more series designated by the Company’s board of directors. No other class of capital stock is authorized. As of December 31, 2011 and 2012, 131,522,945 and 286,035,082 shares of common stock, respectively, were issued and outstanding and no shares of preferred stock were outstanding.

Net loss per common share

12 Months Ended

Dec. 31, 2012

Net loss per common share

11. Net loss per common share

Basic net loss per share excludes dilution for potentially dilutive securities and is computed by dividing loss applicable to common stockholders by the weighted average number of common shares outstanding during the period excluding the shares loaned under the share lending arrangement (see Note 10). As of December 31, 2010, 2011 and 2012, 9,000,000 shares of the Company’s common stock, which were loaned to a share borrower pursuant to the terms of a share lending agreement, as described in Note 10, were issued and are outstanding, and holders of the borrowed shares have all the rights of a holder of the Company’s common stock. However, because the share borrower must return all borrowed shares to the Company (or, in certain circumstances, the cash value thereof), the borrowed shares are not considered outstanding for the purpose of computing and reporting basic or diluted earnings (loss) per share. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share for all of the periods presented in the accompanying statements of operations because the reported net loss in each of these periods results in their inclusion being antidilutive. Antidilutive securities, which consist of stock options, restricted stock units, warrants, and shares that could be issued upon conversion of the senior convertible notes, that are not included in the diluted net loss per share calculation consisted of an aggregate of 30,858,590 shares, 34,048,852 and 128,324,123 shares of the Company’s common stock as of December 31 2010, 2011 and 2012, respectively, and exclude the 9,000,000 shares of the Company’s common stock loaned under the share lending arrangement as of December 31, 2011 and 2012.

Potentially dilutive securities outstanding are summarized as follows:


	December 31,
	2010		2011		2012
Exercise of common stock options		7,760,833		10,082,351		18,674,539
Conversion of senior convertible notes into common stock		19,826,113		19,826,113		19,826,113
Exercise of common stock warrants		—		—		86,062,440
Vesting of restricted stock units		3,271,644		4,140,388		3,761,031

		30,858,590		34,048,852		128,324,123

Stock award plans

12 Months Ended

Dec. 31, 2012

Stock award plans

12. Stock award plans

As of December 31, 2012, the Company has three active stock-based compensation plans— the 2004 Equity Incentive Plan (the “Plan”), the 2004 Non-Employee Directors’ Stock Option Plan (the “NED Plan”), and the 2004 Employee Stock Purchase Plan (the “ESPP”). The Plan provides for the granting of stock awards including stock options and restricted stock units, to employees, directors and consultants. The NED Plan provides for the automatic, non-discretionary grant of options to the Company’s non-employee directors. The following table summarizes information about the Company’s stock-based award plans as of December 31, 2012:


	Outstanding Options		Outstanding Restricted Stock Units		Shares Available for Future Issuance
2004 Equity Incentive Plan		17,983,708		3,761,031		6,521,347
2004 Non-Employee Directors’ Stock Option Plan		690,831		—		109,169

Total		18,674,539		3,761,031		6,630,516

The Company’s board of directors determines eligibility, vesting schedules and exercise prices for stock awards granted under the Plan. The NED Plan provides for automatic, non-discretionary grant of options to the Company’s non-employee directors. Options and other stock awards under the Plan and the NED Plan expire not more than ten years from the date of the grant and are exercisable upon vesting. Stock options generally vest over four years. Current stock option grants vest and become exercisable at the rate of 25% after one year and ratably on a monthly basis over a period of 36 months thereafter. Restricted stock units generally vest at a rate of 25% per year over four years with consideration satisfied by service to the Company. Performance-based awards vest upon achieving pre-determined performance milestones which are expected to occur over periods ranging from 13 months to 96 months from the date of grant. All but one of the milestones is considered probable as of December 31, 2012. The Plan provides for full acceleration of vesting if an employee is terminated within thirteen months of a change in control, as defined in the Plan.

On May 17, 2012, the Compensation Committee also approved a management proposal designed to encourage employee retention. The proposal involved the grant of stock options and restricted stock units to employees, including executive officers of the Company. 3,942,500 options were granted with vesting terms subject to MannKind Corporation’s achievement of specified regulatory and business development milestones related to AFREZZA. 3,892,500 options were granted with time-based vesting terms of 25% every 6 months beginning November 1, 2012, to be fully vested on May 1, 2014. The performance-based options and time-based stock options had a grant date fair value of $0.60 and $1.12, respectively and stock compensation expense associated with these grants will be approximately $6.7 million over the award period.

On March 3, 2011, the Compensation Committee approved a management proposal designed to encourage employee retention. The proposal involved the issuance of restricted stock units and stock options to the majority of employees and executive officers of the Company. A total of 1,177,300 restricted stock units and 1,467,500 stock options were granted under the Plan. These units vest 50% annually for two years and will be fully vested on March 3, 2013. Stock compensation expense associated with these grants will be recorded on a straight line basis from March 3, 2011 through March 3, 2013 and will be approximately $8.2 million over the award period.

On May 21, 2009, June 2, 2011, and May 17, 2012 the Company’s stockholders approved amendments to the Plan to increase the number of shares of common stock available for issuance under the plan by 5,000,000, 6,000,000, and 10,000,000 shares, respectively.

On July 9, 2008, the Company announced an Offer to Exchange Outstanding Options to Purchase Common Stock (the “Offer”) under which the Company offered eligible employees the opportunity to exchange out-of-the money stock options covering up to an aggregate of 5,417,840 shares on a grant by grant basis for a reduced number of restricted stock units. The Offer expired on August 6, 2008. Pursuant to the Offer, the Company accepted for exchange options to purchase an aggregate of 4,493,509 shares of the Company’s common stock and issued restricted stock units covering an aggregate of 2,246,781 shares of the Company’s common stock. For the restricted stock units issued pursuant to the offer, both the remaining estimated unamortized stock compensation expense related to the exchanged options of approximately $13.9 million and the estimated incremental stock compensation expense resulting from the exchange of approximately $3.7 million was amortized over the vesting period ending on August 1, 2010.

In March 2004, the Company’s board of directors approved the ESPP, which became effective upon the closing of the Company’s initial public offering. Initially, the aggregate number of shares that could be sold under the plan was 2,000,000 shares of common stock. On January 1 of each year, for a period of ten years beginning January 1, 2005, the share reserve automatically increases by the lesser of: 700,000 shares, 1% of the total number of shares of common stock outstanding on that date, or an amount as may be determined by the board of directors. However, under no event can the annual increase cause the total number of shares reserved under the ESPP to exceed 10% of the total number of shares of capital stock outstanding on December 31 of the prior year. On January 1, 2010, 2011 and 2012 the ESPP share reserve was increased by 700,000, 700,000 and 700,000 shares, respectively. As of December 31, 2012, 2,674,003 shares were available for issuance under the ESPP. For the years ended December 31, 2010, 2011 and 2012 the Company sold 287,597, 282,816 and 422,260 shares, respectively, of its common stock to employees participating in the ESPP. The ESPP purchase for the period ending December 31, 2012 was initiated prior to year end but did not settle until January 3, 2013. As a result, the shares sold are reflected in the ESPP share reserves but is excluded from common stock outstanding as of December 31, 2012.

In accordance with ASC 718, share-based payment transactions are recognized as compensation cost based on the fair value of the instrument on the date of grant. The Company accounts for non-employee stock-based compensation expense based on the estimated fair value of the options, which is determined using the Black-Scholes option valuation model and amortizes such expense on a straight-line basis over the service period for time-based awards and over the expected dates of achievement for performance-based awards. These awards are subject to re-measurement until service is complete. As of December 31, 2012, there were options to purchase 243,033 shares of common stock outstanding to consultants.

During the years ended December 31, 2010, 2011 and 2012 the Company recorded stock-based compensation expense related to its stock award plans and the ESPP of $13.6 million, $11.2 million, and $13.3 million, respectively.

Total stock-based compensation expense recognized in the accompanying statements of operations is as follows (in thousands):


	Year Ended December 31,
	2010		2011		2012
Employee-related	$	13,478	$	11,202	$	13,224
Consultant-related		102		2		68

Total	$	13,580	$	11,204	$	13,292

Total stock-based compensation expense recognized in the accompanying statements of operations is included in the following categories (in thousands):


	Year Ended December 31,
	2010		2011		2012
Research and development	$	7,926	$	5,366	$	6,167
General and administrative		5,654		5,838		7,125

Total	$	13,580	$	11,204	$	13,292

The Company uses the Black-Scholes option valuation model to estimate the grant date fair value of employee stock options. The expected term of an option granted is based on combining historical exercise data with expected weighted time outstanding. Expected weighted time outstanding is calculated by assuming the settlement of outstanding awards is at the midpoint between the remaining weighted average vesting date and the expiration date.

The Company estimates volatility using the historical volatility of its stock. The Company has selected risk-free interest rates based on U.S. Treasury securities with an equivalent expected term in effect on the date the options were granted. Additionally, the Company uses historical data and management judgment to estimate stock option exercise behavior and employee turnover rates to estimate the number of stock option awards that will eventually vest. The Company calculated the fair value of employee stock options granted during the years ended December 31, 2010, 2011 and 2012 using the following assumptions:


	Year Ended December 31,
	2010		2011		2012
Risk-free interest rate		0.74% — 3.14%		0.10% — 2.43%		0.32% — 1.16%
Expected lives		2.6 — 6.1 years		1.1 — 6.1 years		1.4 — 6.1 years
Volatility		78% — 102%		76% — 83%		70% — 84%
Dividends		—		—		—

The following table summarizes information about stock options outstanding:


	Number of Shares			Weighted Average Exercise Price per Share		Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2012		10,082,351			5.67	$	168
Granted		9,795,600			1.81
Exercised		(3,216	)		2.86
Forfeit		(715,131	)		3.96
Expired		(485,065	)		15.17

Outstanding at December 31, 2012		18,674,539			3.46	$	4,867

Vested and expected to vest at December 31, 2012		17,546,663			3.53	$	4,867
Exercisable at December 31, 2012		7,199,768			5.26	$	602

The weighted average grant date fair value of the stock options granted during the years ended December 31, 2010, 2011 and 2012 was $4.06, $2.04, and $0.99 per option, respectively. The total intrinsic value of options exercised during the years ended December 31, 2010, 2011 and 2012 was $1.6 million, $443,000, and $1,000, respectively. Intrinsic value is measured using the fair market value at the date of exercise (for options exercised) or at December 31 (for outstanding options), less the applicable exercise price.

Cash received from the exercise of options during the years ended December 31, 2010, 2011 and 2012 was approximately $924,000, $625,000, and $9,200, respectively. The weighted-average remaining contractual terms for options outstanding, vested and expected to vest, and exercisable at December 31, 2012 was 8.1 years, 8.0 years and 6.5 years, respectively.

A summary of restricted stock unit activity for the year ended December 31, 2012 is presented below:


	Number of Shares			Weighted Average Grant Date Fair Value per Share
Outstanding at January 1, 2012		4,137,688		$	4.47
Granted		1,371,455		$	2.25
Vested		(1,277,572	)	$	4.25
Forfeited		(470,540	)	$	4.49

Outstanding at December 31, 2012		3,761,031		$	3.73

The total restricted stock units expected to vest as of December 31, 2012 was 3,254,819 with a weighted average grant date fair value of $3.74. The total intrinsic value of restricted stock units expected to vest as of December 31, 2012 was $7.5 million. Intrinsic value of restricted stock units expected to vest is measured using the closing share price at December 31, 2012.

Total intrinsic value of restricted stock units vested during the years ended December 31, 2010, 2011 and 2012 was $10.5 million, $1.7 million, and $2.9 million, respectively. Intrinsic value of restricted stock units vested is measured using the closing share price on the day prior to the vest date. The total fair value of restricted stock units vested during the years ended December 31, 2010, 2011 and 2012 was $11.4 million, $1.6 million, and $3.0 million, respectively.

As of December 31, 2012, there was $12.2 million and $7.8 million of unrecognized compensation expense related to options and restricted stock units, respectively, which is expected to be recognized over the weighted average vesting period of 2.3 years. The Company evaluates stock awards with performance conditions as to the probability that the performance conditions will be met and estimates the date at which the performance conditions will be met in order to properly recognize stock-based compensation expense over the requisite service period. As of December 31, 2012, there was $107,000 and $3.7 million of unrecognized expenses related to performance-based options and restricted stock units, respectively, for milestones not considered probable of achievement.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 40
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Commitments and contingencies

12 Months Ended

Dec. 31, 2012

Commitments and contingencies

13. Commitments and contingencies

Operating Leases — The Company leases certain facilities and equipment under various operating leases, which expire at various dates through 2013. As of December 31, 2012, future minimum rental payments required under operating leases consist of $21,000 for the year ending December 31, 2013.

Rent expense under all operating leases for the years ended December 31, 2010, 2011 and 2012 was approximately $1.2 million, $766,000 and $675,000, respectively.

Capital Leases — The Company’s capital leases were not material for the years ended December 31, 2010, 2011 and 2012.

Supply Agreement — In November 2007, the Company entered into a long-term supply agreement (the “Supply Agreement”) with N.V. Organon (“Organon”), now a subsidiary of Merck & Co., Inc., pursuant to which Organon manufactured and supplied specified quantities of recombinant human insulin to the Company. In June 2011, the Company entered into a letter agreement (the “Letter Agreement”) with Organon to settle a dispute that arose between the Company and Organon in connection with the termination by the Company of the Supply Agreement. Under the terms of the Letter Agreement, the Company paid Organon an aggregate of $16.0 million in two installments, each of which was paid after the Company received certain quantities of recombinant human insulin manufactured and supplied by Organon. The Letter Agreement is in full and final settlement of, and the Company and Organon agreed to release each other from, any and all actions and claims that the Company and Organon had or may have against each other in connection with the dispute regarding the Supply Agreement and related matters. The Company has concluded that the Letter Agreement represents a multiple element arrangement consisting of two elements representing the purchase of insulin and a contract cancellation fee. The Company has allocated the $16.0 million settlement in the following manner: first to the fair value of the insulin received, which was recorded as expense of $8.4 million and the remaining $7.6 million to the contract cancellation fee. These charges were recorded to “Research and development” operating expenses in the consolidated statements of operations.

Guarantees and Indemnifications — In the ordinary course of its business, the Company makes certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. The Company, as permitted under Delaware law and in accordance with its Bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company believes the fair value of these indemnification agreements is minimal. The Company has not recorded any liability for these indemnities in the accompanying consolidated balance sheets. However, the Company accrues for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable. No such losses have been recorded to date.

Litigation — The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. As of the date hereof, the Company believes that the final disposition of such matters will not have a material adverse effect on the financial position, results of operations or cash flows of the Company. The Company maintains liability insurance coverage to protect the Company’s assets from losses arising out of or involving activities associated with ongoing and normal business operations. In accordance with ASC 450 Contingencies, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company’s policy is to accrue for legal expenses in connection with legal proceeding and claims as they are incurred.

The Securities Action. Beginning January 31, 2011, several complaints were filed in the U.S. District Court for the Central District of California against us and four of our officers – Alfred E. Mann, Hakan S. Edstrom, Dr. Peter C. Richardson (a former officer) and Matthew J. Pfeffer – on behalf of certain purchasers of our common stock. The complaints include claims asserted under Sections 10(b) and 20(a) of the Exchange Act and were brought as purported shareholder class actions. In general, the complaints alleged that the defendants violated federal securities laws by making materially false and misleading statements regarding our business and prospects for AFREZZA, thereby artificially inflating the price of the Company’s common stock. The U.S. District Court for the Central District of California consolidated the pending actions for all purposes. The consolidated action is referred to as the Securities Action.

On July 23, 2012, the Company, while continuing to deny all allegations of wrongdoing or liability whatsoever arising out of the Securities Action, and without in any way admitting fault or liability, entered into a stipulation of settlement to resolve the Securities Action. The current and former officers and directors named as individual defendants in the consolidated lawsuits also entered into the stipulation of settlement.

In exchange for a release of all claims by the class members, among others, and a dismissal of the consolidated lawsuits, the Company agreed (i) to cause the Company’s insurers to pay class members and their attorneys a total of $16.0 million; and (ii) to issue to class members and their attorneys 2,777,778 shares of the Company’s common stock. The Company also agreed that if the consolidated closing bid price for the Company’s common stock is below $1.00 per share on the date the U.S. District Court enters an order of final judgment, then the Company will issue into the Escrow Account an additional 1,000,000 shares of its common stock. On September 12, 2012, the U.S. District Court preliminarily approved the settlement.

On December 21, 2012, the U.S. District Court issued the Order and Final Judgment, providing final approval of the settlement for the securities action. The Order and Final Judgment consisted of requiring the Company to cause its insurers to pay $16.0 million and to issue the 2,777,778 shares of its common stock in accordance with the stipulation of settlement. The Order and Final Judgment did not include the requirement of the Company to issue the additional 1,000,000 shares of its common stock. In late September and in early October, following the preliminary approval of the settlement, the Company’s insurers remitted payment of the $16.0 million into the Escrow Account. On December 31, 2012, following final approval of the settlement, the Company initiated the transfer of the 2,777,778 shares of its common stock into the Escrow Account. The stock transfer settled on January 2, 2013. The shares were issued pursuant to an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended. As of December 31, 2012, the Securities Action was concluded.

The Derivative Actions. Beginning in February 2011, several shareholder derivative complaints were filed in the Superior Court of California for the County of Los Angeles and in the U.S. District Court for the Central District of California against all of the Company’s directors and certain of its officers. The complaints in the shareholder derivative actions allege breaches of fiduciary duties by the defendants and other violations of law. In general, the complaints allege that the defendants caused or allowed for the dissemination of materially false and misleading statements regarding its business and prospects for AFREZZA, thereby artificially inflating the price of its common stock. The Superior Court of California for the County of Los Angeles consolidated the actions pending before it. The consolidated state derivative actions are referred to as the State Derivative Action. The U.S. District Court for the Central District of California has also consolidated the derivative actions pending before it. The consolidated federal derivative actions are referred to as the Federal Derivative Action. The State Derivative Action and the Federal Derivative Action are collectively referred to as the Derivative Actions.

On August 3, 2012, the Company, while continuing to deny all allegations of wrongdoing or liability whatsoever arising out of the Derivative Actions and without in any way admitting fault or liability, entered into a stipulation of settlement to resolve the Derivative Action. Subject to preliminary and final approval of the settlement by the U.S. District Court and notice to shareholders, and in an exchange for a release of all claims by the plaintiffs, among others, and a dismissal of the Derivative Actions, the Company agreed (i) to adopt certain corporate governance measures, (ii) to cause the Company’s insurers to pay the plaintiffs’ attorneys a total of $800,000, and (iii) to issue plaintiffs’ attorneys 225,000 shares of the Company’s common stock. On September 12, 2012, the U.S. District Court preliminarily approved the settlement.

On November 19, 2012, the U.S. District Court issued the Order and Final Judgment, providing final approval of the settlement for the derivative action. The Order and Final Judgment consisted of requiring the Company to cause its insurers to pay $800,000 and to issue the 225,000 shares of its common stock in accordance with the stipulation of settlement. In late September and in early October, following the preliminary approval of the settlement, the Company’s insurers remitted payment of the $800,000 into an account established by the plaintiffs’ attorneys. In December 2012, following final approval of the settlement, the Company transferred the 225,000 shares of its common stock into an investment brokerage account established by the plaintiffs’ attorneys. The shares were issued pursuant to an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended. As of December 31, 2012, the Derivative Actions were concluded.

As a result of settlement discussions with the plaintiffs taking place in the latter part of the quarter ended June 30, 2012 and entering into the stipulation of settlement for the Securities Action on July 23, 2012 and for the Derivative Action on August 3, 2012, the Company determined that the liabilities pertaining to both the securities and derivative lawsuits were probable as of June 30, 2012. The Company’s financial statements as of and for the three months ended June 30, 2012 reflect the following accruals:

(i)

Cash consideration. The Company recorded a current liability of $16.8 million under “Accrued expense and other current liabilities” and a corresponding current asset under “Prepaid expenses and other current asset” to reflect a receivable from the Company’s insurers. The Company has determined that the collectability of the receivable from the insurers is probable. The cash obligation resulted in no charge to the Company’s Condensed Consolidated Statements of Operations for the period.

(ii)

Stock consideration. The Company recorded a charge to “General and administrative” expenses and an estimated current liability under “Accrued expense and other current liabilities” of $7.7 million representing the estimated fair value of the 3,002,778 common shares to be issued in the aggregate subject to court approval.

(iii)

Additional stock consideration. The Company concluded that the contingent obligation to issue an additional 1,000,000 shares of its common stock, as defined in the stipulation of settlement agreement for the Securities Action, met the definition of a derivative instrument in accordance with ASC 815 Derivatives and Hedging. The Company estimated the fair value of the derivative instrument using the Monte Carlo simulation model to forecast the contingent obligation applying probabilities that the stock price will be lower than $1.00 based on the following assumptions: expected volatility of 60%, risk free interest rate of 0.16% and final judgment dates ranging from four to six months. As a result, the Company estimated the fair value of this contingent obligation to be immaterial.

As of September 30, 2012, the Company estimated the aggregate fair value of the stock consideration at $8.6 million and recognized an increase in the contingent liability of $901,000 during the quarter ended September 30, 2012. During the quarter ended September 30, 2012, the Company remeasured the additional stock consideration using the Monte Carlo simulation model to forecast the contingent obligation applying probabilities that the stock price will be lower than $1.00 based on the following assumptions: expected volatility of 54%, risk free interest rate of 0.1% and final judgment date on or before December 31, 2012. As a result, the Company estimated the fair value of this contingent obligation related to the additional stock consideration to be immaterial.

The Company considered the following in its financial statements as of and for the year ended December 31, 2012:

(i)

Cash consideration. Upon satisfying the conditions of cash payment during the fourth quarter of 2012 and receiving final approvals of settlement, the Company relieved from its balance sheet the $16.8 million of current liability and current receivable from insurers as of December 31, 2012.

(ii)

Stock consideration. As of December 31, 2012, the Company satisfied the conditions of issuing 225,000 shares of its common stock on the Derivative Action. With respect to the Securities Action, the issuance of 2,777,778 shares was initiated prior to year end and subsequently settled after year end. The Company concluded that the requirement to deliver these shares of common stock met the definition of a financial instrument representing a contingent forward contract in accordance with ASC 815 Derivatives and Hedging and that the forward contract met the criteria for equity classification, and further remeasurement through settlement was not required. The forward contract to issue shares settled on January 2, 2013, upon consummation of the delivery of these shares. The final fair values of the stock consideration are summarized in the following table:


	Number of Shares		Closing Price Per Share on Final Approval Date		Final Fair Value of Stock Consideration
Derivative Action		225,000	$	1.94	$	436,500
Securities Action		2,777,778	$	2.18		6,055,556

Total		3,002,778			$	6,492,056

In recognizing the fair value of the total stock consideration to equity on the date of final approval of the respective settlements, the Company released the previously recorded litigation accrual of $8.6 million, recognized the fair value of the total stock consideration of $6.5 million to equity, and recorded an adjustment to decrease legal expense by $2.1 million in the fourth quarter of 2012.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6398077&loc=d3e12565-110249

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.25)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 440
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Employee benefit plans	12 Months Ended
Employee benefit plans	Dec. 31, 2012
Employee benefit plans	14. Employee benefit plans The Company administers a 401(k) Savings Retirement Plan (the “MannKind Retirement Plan”) for its employees. For the years ended December 31, 2010, 2011 and 2012, the Company contributed $752,000, $777,000 and $571,000 respectively, to the MannKind Retirement Plan.

- Definition

The entire disclosure for pension and other postretirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Implementation Guide (Q and A)
-Number FAS88
-Paragraph 63
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 106
-Paragraph 518
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 03-2
-Paragraph 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 87
-Paragraph 264
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph q
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph h
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 8
-Subparagraph m
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
-Paragraph 7, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS106-2
-Paragraph 20, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 30
-Paragraph 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Income taxes

12 Months Ended

Dec. 31, 2012

Income taxes

15. Income taxes

Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when uncertainty exists as to whether all or a portion of the net deferred tax assets will be realized. Components of the net deferred tax asset as of December 31, 2011 and 2012 are approximately as follows (in thousands):


	December 31,
	2011			2012
Deferred tax assets:
Net operating loss carryforwards	$	557,427		$	609,471
Research and development credits		59,848			65,315
Capitalized research		32,440			31,490
Accrued expenses		2,827			2,922
Non-qualified stock option expense		27,964			30,928
Depreciation		8,906			10,025

Total net deferred tax assets		689,412			750,151
Valuation allowance		(689,412	)		(750,151	)

Net deferred tax assets	$	—		$	—

The Company’s net deferred tax assets as of December 31, 2011, consist of $718.2 million of gross deferred tax assets and $28.8 million of gross deferred tax liabilities. The Company’s net deferred tax assets as of December 31, 2012, consist of $784.6 million of gross deferred tax assets and $34.4 million of gross deferred tax liabilities.

The Company’s effective income tax rate differs from the statutory federal income tax rate as follows for the years ended December 31, 2010, 2011 and 2012:


	December 31,
	2010			2011			2012
Federal tax benefit rate		35.0	%		35.0	%		35.0	%
State tax benefit, net of federal benefit		—			—			—
Permanent items		—			—			—
Intercompany transfer of intellectual property		(5.0	)		(5.0	)		(4.0	)
Valuation allowance		(30.0	)		(30.0	)		(31.0	)

Effective income tax rate		0.0	%		0.0	%		0.0	%

As required by ASC 740 Income Taxes (“ASC 740”), management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Management has concluded, in accordance with the applicable accounting standards, that it is more likely than not that the Company may not realize the benefit of its deferred tax assets due to net losses since inception. Accordingly, the net deferred tax assets have been fully reserved. Management reevaluates the positive and negative evidence on an annual basis. During the years ended December 31, 2010, 2011 and 2012, the change in the valuation allowance was $56.5 million, $57.2 million and $60.7 million, respectively, for income taxes.

At December 31, 2012, the Company had federal and state net operating loss carryforwards of approximately $1.6 billion and $1.1 billion available, respectively, to reduce future taxable income and which will expire at various dates beginning in 2013 and 2014, respectively. As a result of the Company’s initial public offering, an ownership change within the meaning of Internal Revenue Code Section 382 occurred in August 2004. As a result, federal net operating loss and credit carry forwards of approximately $216.0 million are subject to an annual use limitation of approximately $13.0 million. The annual limitation is cumulative and therefore, if not fully utilized in a year can be utilized in future years in addition to the Section 382 limitation for those years. The federal net operating losses generated subsequent to the Company’s initial public offering in August 2004 are currently not subject to any such limitation as there have been no ownership changes since August 2004 within the meaning of Internal Revenue Code Section 382. At December 31, 2012, the Company had research and development credits of $77.4 million that expire at various dates through 2033.

The Company has evaluated the impact of ASC 740 on its financial statements, which was effective beginning January 1, 2007. The evaluation of a tax position in accordance with this guidance is a two-step process. The first step is recognition: the enterprise determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the enterprise should presume that the position will be examined by the appropriate taxing authority that would have full knowledge of all relevant information. The second step is measurement: a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no liabilities for uncertain income tax positions have been recorded. Tax years since 1993 remain subject to examination by the major tax jurisdictions in which the Company is subject to tax.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Selected quarterly financial data (unaudited)

12 Months Ended

Dec. 31, 2012

Selected quarterly financial data (unaudited)

16. Selected quarterly financial data (unaudited)

The following unaudited selected quarterly financial data has been prepared on the same basis as the audited information and includes all adjustments necessary to present fairly the information set forth in the Company’s consolidated financial statements and notes herein. As a development stage enterprise, the Company has experienced fluctuations in its quarterly results related to the development of its lead product candidate, AFREZZA, and in its expansion of the product candidate portfolio. The Company expects these fluctuations to continue in the future. Due to these and other factors, the quarterly operating results are not indicative of the Company’s future performance.


	March 31			June 30			September 30			December 31
	(In thousands, except per share data)
2011
Net loss	$	(41,525	)	$	(44,480	)	$	(38,402	)	$	(36,397	)

Net loss applicable to common stockholders	$	(41,525	)	$	(44,480	)	$	(38,402	)	$	(36,397	)

Net loss per share applicable to common stockholders — basic and diluted	$	(0.34	)	$	(0.37	)	$	(0.31	)	$	(0.30	)

Weighted average common shares used to compute basic and diluted net loss per share applicable to common stockholders		121,057			121,708			122,130			122,357


	March 31			June 30			September 30			December 31
	(In thousands, except per share data)
2012
Net loss	$	(38,173	)	$	(36,578	)	$	(42,834	)	$	(51,781	)

Net loss applicable to common stockholders	$	(38,173	)	$	(36,578	)	$	(42,834	)	$	(51,781	)

Net loss per share applicable to common stockholders — basic and diluted	$	(0.27	)	$	(0.23	)	$	(0.22	)	$	(0.23	)

Weighted average common shares used to compute basic and diluted net loss per share applicable to common stockholders		143,154			159,859			190,534			229,234

- Definition

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References + Details

Subsequent Event

12 Months Ended

Dec. 31, 2012

Subsequent Event

17. Subsequent Event

On March 18, 2013, the Company entered into at-the-market issuance sales agreements (the “ATM Agreements”) with two sales agents, under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $50.0 million under each ATM Agreement (provided that in no event may the Company issue and sell more than $50.0 million of shares of its common stock under both ATM Agreements in the aggregate) from time to time through either of the sales agents. Neither the Company nor either of the sales agents has any obligation to sell shares of the Company’s common stock under the ATM Agreements. Any sales of common stock made under the ATM Agreements will be made in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended.

Description of business and basis of presentation (Policies)

12 Months Ended

Dec. 31, 2012

Business

Basis of Presentation

Principles of Consolidation

Segment Information

Financial Statement Estimates

Cash and Cash Equivalents

Concentration of Credit Risk

State Research and Development Credit Exchange Receivable

Fair Value of Financial Instruments

Level 1 – Quoted prices for identical instruments in active markets.

Level 3 – Significant inputs to the valuation model are unobservable.

Goodwill and Identifiable Intangibles

Property and Equipment

Impairment of Long-Lived Assets

•

significant changes in the Company’s strategic business objectives and utilization of the assets;

•

a determination that the carrying value of such assets can not be recovered through undiscounted cash flows;

•

loss of legal ownership or title to the assets;

•

a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; or

•

the impact of significant negative industry or economic trends.

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses — All liabilities, including accounts payable and accrued expenses, are recorded consistent with the definition of liabilities and accrual accounting.

Income Taxes

Contingencies

Stock-Based Compensation

Warrants

Forward Contracts

Comprehensive Income (Loss)

Research and Development Expenses

Clinical Trial Expenses

Interest Expense

Net Loss Per Share of Common Stock

Exit or Disposal Activities

Recently Issued Accounting Standards

Property and equipment (Tables)

12 Months Ended

Dec. 31, 2012

Property and Equipment - Net

Property and equipment consist of the following (dollar amounts in thousands):


	Estimated Useful Life (Years)		December 31,
	Estimated Useful Life (Years)		2011			2012
Land		—	$	5,273		$	5,273
Buildings		39-40		54,948			54,948
Building improvements		5-40		114,247			114,245
Machinery and equipment		3-15		83,476			81,382
Furniture, fixtures and office equipment		5-10		5,249			5,239
Computer equipment and software		3		13,049			11,840
Leasehold improvements				53			17
Construction in progress				8,498			12,266

				284,793			285,210
Less accumulated depreciation and amortization				(91,764	)		(101,249	)

Property and equipment — net			$	193,029		$	183,961

Accrued expenses and other current liabilities (Tables)

12 Months Ended

Dec. 31, 2012

Accrued Expenses and Other Current Liabilities

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


	December 31,
	2011		2012
Salary and related expenses	$	8,997	$	10,074
Research and clinical trial costs		2,383		5,995
Accrued interest		8,262		4,533
Construction in progress		—		3,878
Other		1,094		1,297

Accrued expenses and other current liabilities	$	20,736	$	25,777

Related-party arrangements (Tables)

12 Months Ended

Dec. 31, 2012

Principal Amount Outstanding under Loan Arrangement


Principal amount outstanding at December 31, 2011	$	277,203
Borrowings		12,750
Capitalization of accrued and unpaid interest due and payable as of June 27, 2012		11,876
Reduction of principal indebtedness related to the issuance of common stock pursuant to common stock purchase agreement completed on June 27, 2012		(77,187	)
Capitalization of accrued and unpaid interest due and payable as of October 18, 2012		2,343
Reduction of principal indebtedness related to the issuance of common stock pursuant to common stock purchase agreement completed on October 18, 2012		(107,350	)

Principal amount outstanding at December 31, 2012	$	119,635

Senior convertible notes (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Senior Convertible Notes

Senior convertible notes consist of the following (in thousands):


	December 31,
	2011			2012
2013 notes
Principal amount	$	115,000		$	115,000
Unaccreted debt issuance expense		(1,140	)		(557	)

Net carrying amount		113,860			114,443

2015 notes
Principal amount	$	100,000		$	100,000
Unaccreted debt issuance expense		(3,218	)		(2,417	)

Net carrying amount		96,782			97,583

Senior convertible notes	$	210,642		$	212,026

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

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

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6584090&loc=d3e28878-108400

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

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

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

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

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

+ Details

Restructuring charges (Tables)

12 Months Ended

Dec. 31, 2012

Restructuring Charges


	Workforce Reduction
Restructuring Balance, February 10, 2011	$	6,659
Cash payments		(6,189	)
Adjustment		(403	)

Restructuring Balance, December 31, 2011	$	67
Adjustment		(67	)

Restructuring Balance, December 31, 2012	$	—

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Carrying Values and Estimated Fair Values of Senior Convertible Notes

The following is a summary of the carrying values and estimated fair values of the Company’s senior convertible notes due in 2013 and 2015 (in millions).


	December 31, 2011				December 31, 2012
	Carrying value		Estimated fair value		Carrying value		Estimated fair value
2013 notes	$	113.9	$	61.0	$	114.4	$	81.9
2015 notes	$	96.8	$	60.8	$	97.6	$	63.2

Summary of Changes in Fair Value of Company's Level Three Forward Purchase Contracts

The following roll-forward provides a summary of the changes in fair value of the Company’s Level 3 forward purchase contracts during the year ended December 31, 2012 (in thousands) :


	The February 2012 Forward Purchase Contract			The October 2012 Forward Purchase Contract			Total
Beginning Balance	$	—		$	—		$	—
Issuance		1,080			28,237			29,317
Adjustments to fair value included in other income (expense)		12,011			(13,248	)		(1,237	)
Transfers to additional paid-in-capital		(13,091	)		(14,989	)		(28,080	)

Ending Balance	$	—		$	—		$	—

Net loss per common share (Tables)

12 Months Ended

Dec. 31, 2012

Potential Dilutive Securities Outstanding

Potentially dilutive securities outstanding are summarized as follows:


	December 31,
	2010		2011		2012
Exercise of common stock options		7,760,833		10,082,351		18,674,539
Conversion of senior convertible notes into common stock		19,826,113		19,826,113		19,826,113
Exercise of common stock warrants		—		—		86,062,440
Vesting of restricted stock units		3,271,644		4,140,388		3,761,031

		30,858,590		34,048,852		128,324,123

Stock award plans (Tables)

12 Months Ended

Dec. 31, 2012

Stock Based Award Plans

The following table summarizes information about the Company’s stock-based award plans as of December 31, 2012:


	Outstanding Options		Outstanding Restricted Stock Units		Shares Available for Future Issuance
2004 Equity Incentive Plan		17,983,708		3,761,031		6,521,347
2004 Non-Employee Directors’ Stock Option Plan		690,831		—		109,169

Total		18,674,539		3,761,031		6,630,516

Stock Based Compensation Expense Recognized in Accompanying Statements of Operations

Total stock-based compensation expense recognized in the accompanying statements of operations is as follows (in thousands):


	Year Ended December 31,
	2010		2011		2012
Employee-related	$	13,478	$	11,202	$	13,224
Consultant-related		102		2		68

Total	$	13,580	$	11,204	$	13,292

Stock Based Compensation Expense Recognized in Accompanying Statements of Operations by Category

Total stock-based compensation expense recognized in the accompanying statements of operations is included in the following categories (in thousands):


	Year Ended December 31,
	2010		2011		2012
Research and development	$	7,926	$	5,366	$	6,167
General and administrative		5,654		5,838		7,125

Total	$	13,580	$	11,204	$	13,292

Assumptions Used to Calculate Fair Value of Employee Stock Options

The Company calculated the fair value of employee stock options granted during the years ended December 31, 2010, 2011 and 2012 using the following assumptions:


	Year Ended December 31,
	2010		2011		2012
Risk-free interest rate		0.74% — 3.14%		0.10% — 2.43%		0.32% — 1.16%
Expected lives		2.6 — 6.1 years		1.1 — 6.1 years		1.4 — 6.1 years
Volatility		78% — 102%		76% — 83%		70% — 84%
Dividends		—		—		—

Summary of Stock Options Outstanding

The following table summarizes information about stock options outstanding:


	Number of Shares			Weighted Average Exercise Price per Share		Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2012		10,082,351			5.67	$	168
Granted		9,795,600			1.81
Exercised		(3,216	)		2.86
Forfeit		(715,131	)		3.96
Expired		(485,065	)		15.17

Outstanding at December 31, 2012		18,674,539			3.46	$	4,867

Vested and expected to vest at December 31, 2012		17,546,663			3.53	$	4,867
Exercisable at December 31, 2012		7,199,768			5.26	$	602

Summary of Restricted Stock Unit Activity

A summary of restricted stock unit activity for the year ended December 31, 2012 is presented below:


	Number of Shares			Weighted Average Grant Date Fair Value per Share
Outstanding at January 1, 2012		4,137,688		$	4.47
Granted		1,371,455		$	2.25
Vested		(1,277,572	)	$	4.25
Forfeited		(470,540	)	$	4.49

Outstanding at December 31, 2012		3,761,031		$	3.73

- Definition

Tabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate.

+ References + Details

Commitments and contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value of Stock Consideration

The final fair values of the stock consideration are summarized in the following table:


	Number of Shares		Closing Price Per Share on Final Approval Date		Final Fair Value of Stock Consideration
Derivative Action		225,000	$	1.94	$	436,500
Securities Action		2,777,778	$	2.18		6,055,556

Total		3,002,778			$	6,492,056

- Definition

Tabular disclosure of the loss contingencies that were reported in the period or disclosed as of the balance sheet date.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14472-108349

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6851643&loc=d3e12021-110248

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6851643&loc=d3e12053-110248

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14453-108349

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14394-108349

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14326-108349

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14557-108349

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14615-108349

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9-12, 22-40
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Income taxes (Tables)

12 Months Ended

Dec. 31, 2012

Components of Net Deferred Tax Asset

Components of the net deferred tax asset as of December 31, 2011 and 2012 are approximately as follows (in thousands):


	December 31,
	2011			2012
Deferred tax assets:
Net operating loss carryforwards	$	557,427		$	609,471
Research and development credits		59,848			65,315
Capitalized research		32,440			31,490
Accrued expenses		2,827			2,922
Non-qualified stock option expense		27,964			30,928
Depreciation		8,906			10,025

Total net deferred tax assets		689,412			750,151
Valuation allowance		(689,412	)		(750,151	)

Net deferred tax assets	$	—		$	—

Effective Income Tax Rate

The Company’s effective income tax rate differs from the statutory federal income tax rate as follows for the years ended December 31, 2010, 2011 and 2012:


	December 31,
	2010			2011			2012
Federal tax benefit rate		35.0	%		35.0	%		35.0	%
State tax benefit, net of federal benefit		—			—			—
Permanent items		—			—			—
Intercompany transfer of intellectual property		(5.0	)		(5.0	)		(4.0	)
Valuation allowance		(30.0	)		(30.0	)		(31.0	)

Effective income tax rate		0.0	%		0.0	%		0.0	%

Selected quarterly financial data (unaudited) (Tables)

12 Months Ended

Dec. 31, 2012

Selected Quarterly Financial Data


	March 31			June 30			September 30			December 31
	(In thousands, except per share data)
2011
Net loss	$	(41,525	)	$	(44,480	)	$	(38,402	)	$	(36,397	)

Net loss applicable to common stockholders	$	(41,525	)	$	(44,480	)	$	(38,402	)	$	(36,397	)

Net loss per share applicable to common stockholders — basic and diluted	$	(0.34	)	$	(0.37	)	$	(0.31	)	$	(0.30	)

Weighted average common shares used to compute basic and diluted net loss per share applicable to common stockholders		121,057			121,708			122,130			122,357


	March 31			June 30			September 30			December 31
	(In thousands, except per share data)
2012
Net loss	$	(38,173	)	$	(36,578	)	$	(42,834	)	$	(51,781	)

Net loss applicable to common stockholders	$	(38,173	)	$	(36,578	)	$	(42,834	)	$	(51,781	)

Net loss per share applicable to common stockholders — basic and diluted	$	(0.27	)	$	(0.23	)	$	(0.22	)	$	(0.23	)

Weighted average common shares used to compute basic and diluted net loss per share applicable to common stockholders		143,154			159,859			190,534			229,234

Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended			12 Months Ended				263 Months Ended
	Dec. 31, 2012	Oct. 31, 2007	Dec. 12, 2001	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2002	Dec. 31, 2012	Oct. 31, 2012	Dec. 31, 2009	Dec. 12, 2006
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Deficit accumulated during the development stage	$ (2,104,912)			$ (2,104,912)	$ (1,935,546)			$ (2,104,912)
Goodwill impairment							$ 151,400	151,428
Negative cash flow from operation since inception				(119,860)	(123,837)	$ (148,654)		(1,596,261)
Cash and cash equivalents	$ 61,840			$ 61,840	2,681	$ 66,061		$ 61,840		$ 30,019
Loan agreement with related party		$ 350,000
Promissory note maturity date	Jan. 01, 2014
Interest rate (LIBOR)	5.00%			5.00%				5.00%
Description of variable rate interest	annual interest rate on all outstanding principal to the one-year London Interbank Offered Rate (LIBOR) on December 31, 2012 plus 5%, effective January 1, 2013
Loan arrangement principal amount outstanding	$ 119,635			$ 119,635	277,203			$ 119,635
Available borrowing under the amended and restated promissory note	12,750			$ 12,750	45,000			12,750	$ 125,400
In-process research and development costs			$ 19,700					19,726
Goodwill			$ 151,400
After Amendment
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Loan arrangement principal amount outstanding									119,600
Senior convertible notes due December 15, 2013
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Promissory note maturity date				Dec. 15, 2013
Principal amount of convertible senior notes	$ 115,000			$ 115,000	$ 115,000			$ 115,000			$ 115,000
Senior notes, effective interest rate	3.75%			3.75%				3.75%			3.75%
Maximum
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Borrowing date of promissory note	Sep. 30, 2013
PDC
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Percentage of ownership			76.00%
AlleCure
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Percentage of ownership			59.00%
CTL
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Percentage of ownership			69.00%
Mann Group
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Sale of aggregate warrant and restricted shares purchase price									107,400
Amended and restated promissory note outstanding principal amount									$ 350,000

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended				263 Months Ended
	Dec. 31, 2002	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2002	Dec. 31, 2012	Dec. 12, 2001
Summary Of Significant Accounting Policies [Line Items]
Maturity period of cash equivalents		90 days or less at the time of purchase
Percentage of credit exchange receivable		65.00%
Reduction in headcount for AlleCure and CTL	50.00%
Goodwill							$ 151,400
Goodwill impairment					$ 151,400	$ 151,428
Interest expense, net of interest capitalized		$ 21,600	$ 21,800	$ 17,400
Interest cost capitalized		$ 300	$ 400

- Definition

Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6388280&loc=d3e13770-109266

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 43
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 72
-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-Clause 1
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
-Subparagraph l
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

Loss recognized during the period that results from the write-down of goodwill after comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. Goodwill is assessed at least annually for impairment.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13854-109267

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6388280&loc=d3e13777-109266

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 72
-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 43
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 20
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-Clause 5
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 47
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

State Research and Development Credit Exchange Receivable - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounts and Other Receivables [Line Items]
Estimated amounts receivable under program	$ 289,000	$ 609,000	$ 385,000
Percentage of credit exchange receivable	65.00%

Property and Equipment (Detail) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Detail) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 285,210	$ 284,793
Less accumulated depreciation and amortization	(101,249)	(91,764)
Property and equipment - net	183,961	193,029
Land
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	5,273	5,273
Building
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 54,948	54,948
Building \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	39 years
Building \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	40 years
Building Improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 114,245	114,247
Building Improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Building Improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	40 years
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 81,382	83,476
Machinery and Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Machinery and Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	15 years
Furniture, fixtures and office equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 5,239	5,249
Furniture, fixtures and office equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Furniture, fixtures and office equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years
Computer Equipment And Software
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Property, Plant and Equipment, Gross	$ 11,840	13,049
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	17	53
Construction in Progress
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 12,266	$ 8,498

Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	12 Months Ended			263 Months Ended
	Dec. 31, 2009	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Amortization period of leasehold improvements		4 years
Depreciation and amortization expense		$ 13.0	$ 14.6	$ 16.5	$ 121.8
Loss on disposal of asset	$ (12.8)

Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Accrued Expenses and Other Current Liabilities [Line Items]
Salary and related expenses	$ 10,074	$ 8,997
Research and clinical trial costs	5,995	2,383
Accrued interest	4,533	8,262
Construction in progress	3,878
Other	1,297	1,094
Accrued expenses and other current liabilities	$ 25,777	$ 20,736

- Definition

Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

+ References + Details

- Definition

Carrying value as of the balance sheet date of obligations incurred through that date and payable arising from transactions not otherwise specified in the taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

+ References + Details

Related-party Arrangements - Additional Information (Detail)	1 Months Ended									3 Months Ended		12 Months Ended				24 Months Ended	263 Months Ended
	Dec. 31, 2012 USD ($) shares	Oct. 31, 2012 USD ($) $ / shares shares	May 31, 2012 shares	May 17, 2012 shares	Aug. 31, 2010	Aug. 10, 2010 USD ($) $ / shares	Feb. 28, 2009	Oct. 31, 2007 USD ($)	Aug. 05, 2005 shares	Mar. 31, 2011 USD ($) shares	Dec. 31, 2010 USD ($) shares	Dec. 31, 2012 USD ($) shares	Dec. 31, 2011 USD ($) shares	Mar. 31, 2011 USD ($) shares	Dec. 31, 2010 USD ($) shares	Dec. 31, 2011 USD ($) shares	Dec. 31, 2012 USD ($) shares	Jun. 27, 2012 shares	Feb. 08, 2012 USD ($) $ / Right
Related Party Transaction [Line Items]
Loan agreement with related party								$ 350,000,000
Interest rate (LIBOR)	5.00%											5.00%					5.00%
Description of variable rate interest	annual interest rate on all outstanding principal to the one-year London Interbank Offered Rate (LIBOR) on December 31, 2012 plus 5%, effective January 1, 2013
Promissory note maturity date	Jan. 01, 2014
Principal amount outstanding under credit facility	$ 119,600,000											$ 119,600,000					$ 119,600,000
Amount available for future borrowings	$ 125,400,000											$ 125,400,000					125,400,000
Related party transaction prepayment period												90 days
Cancellation of principal on note payable to related party												$ 184,537,000	$ 11,116,000		$ 16,681,000		212,334,000
Net proceeds from issuance of common stock																	$ 3,900,000
Underwritten public offering																			$ 86,300,000
Unit sold composition description																			Each unit consisting of one share of common stock and a warrant to purchase 0.6 of a share of common stock
Common stock warrant to purchase of share \| $ / Right																			0.6
Restricted Stock Agreed to be Purchased by Lender																			$ 77,200,000
Authorized shares under common stock purchase agreement \| shares	350,000,000		250,000,000	250,000,000
Proposal to increase the authorized share \| shares	550,000,000		350,000,000	350,000,000								550,000,000	250,000,000			250,000,000	550,000,000
Capital stock authorized \| shares	286,035,082											286,035,082	131,522,945			131,522,945	286,035,082	31,250,000
Net proceeds from public offering		$ 92,000,000
Number of shares in each units issued \| shares		1
Warrants holder exercisable ratio per common stock		0.75
Underwritten public offering \| shares		40,000,000
Accrued interest of related party debt	$ 2,200,000											$ 2,200,000	$ 5,900,000			$ 5,900,000	$ 2,200,000
Available borrowings under loan agreement	12,750,000	$ 125,400,000										12,750,000	45,000,000			$ 45,000,000	12,750,000
Interest expense on note payable to related party												10,491,000	10,883,000		10,249,000		38,825,000
Expenses related to charter service on behalf of principal stockholders												$ 200,000	$ 111,000		$ 230,000
Loan Arrangement
Related Party Transaction [Line Items]
Description of variable rate interest		annual interest rate on all outstanding principal to the one-year LIBOR rate on December 31, 2012 plus 5%, effective beginning on January 1, 2013
Promissory note maturity date		Jan. 01, 2014
Letter Agreement
Related Party Transaction [Line Items]
Interest rate (LIBOR)					5.00%
Description of variable rate interest					One-year LIBOR
Private Placement
Related Party Transaction [Line Items]
Common stock issued and sold \| shares									17,132,000
Warrant \| Private Placement
Related Party Transaction [Line Items]
Underwritten public offering \| shares		40,000,000
Restricted Stock \| Private Placement
Related Party Transaction [Line Items]
Underwritten public offering \| shares		40,000,000
Maximum
Related Party Transaction [Line Items]
Borrowing rate												4.50%
Amount prepaid for cancellation of indebtedness												$ 200,000,000
Minimum
Related Party Transaction [Line Items]
Number of months advances outstanding												12 months
Mann Group
Related Party Transaction [Line Items]
Closing bid price of common stock \| $ / shares						$ 7.15
Cancellation of principal on note payable to related party						$ 350,000,000								$ 27,800,000
Common stock issued and sold \| shares													1,400,000	1,400,000	2,100,000	3,500,000
Net proceeds from issuance of common stock													$ 11,100,000		$ 16,700,000	$ 11,100,000
Restricted Stock Agreed to be Purchased by Lender	$ 107,400,000	$ 107,400,000										$ 107,400,000					$ 107,400,000
Capital stock authorized \| shares	31,250,000											31,250,000					31,250,000
Selling price of restricted shares \| $ / shares		$ 2.59
Amended and restated promissory note outstanding principal amount		$ 350,000,000
Mann Group \| Warrant
Related Party Transaction [Line Items]
Restricted warrants sale price \| $ / shares		$ 0.125
Seaside Eight Eight Limited Partnership
Related Party Transaction [Line Items]
Common stock issued and sold \| shares										1,400,000	2,100,000			1,400,000	2,100,000	3,500,000
Net proceeds from issuance of common stock										$ 9,700,000	$ 14,100,000			$ 9,700,000	$ 14,100,000	$ 23,800,000
Related Party Debt
Related Party Transaction [Line Items]
Interest rate (LIBOR)							3.00%
Description of variable rate interest							One-year London Interbank Offered Rate (LIBOR)
Related Party Debt \| Loan Arrangement
Related Party Transaction [Line Items]
Interest rate (LIBOR)		5.00%
Description of variable rate interest		One-year LIBOR

Principal Amount Outstanding under Loan Arrangement (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Oct. 31, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Principal amount outstanding at December 31, 2011	$ 277,203
Borrowings	12,750	$ 125,400	$ 45,000
Capitalization of accrued and unpaid interest due and payable	2,200		$ 5,900
Principal amount outstanding at December 31, 2012	119,635
June 27, 2012
Related Party Transaction [Line Items]
Capitalization of accrued and unpaid interest due and payable	11,876
Reduction of principal indebtedness related to the issuance of common stock pursuant to common stock purchase agreement completed	(77,187)
October 18, 2012
Related Party Transaction [Line Items]
Capitalization of accrued and unpaid interest due and payable	2,343
Reduction of principal indebtedness related to the issuance of common stock pursuant to common stock purchase agreement completed	$ (107,350)

Summary of Senior Convertible Notes (Detail) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Aug. 18, 2010	Dec. 12, 2006
Debt Instrument [Line Items]
Senior convertible notes	$ 97,583	$ 210,642
Senior convertible notes due December 15, 2013
Debt Instrument [Line Items]
Principal amount	115,000	115,000		$ 115,000
Unaccreted debt issuance expense	(557)	(1,140)
Net carrying amount	114,443	113,860
Senior convertible notes due August 15 2015
Debt Instrument [Line Items]
Principal amount	100,000	100,000	$ 100,000
Unaccreted debt issuance expense	(2,417)	(3,218)
Net carrying amount	$ 97,583	$ 96,782

Senior Convertible Notes - Additional Information (Detail)	1 Months Ended		12 Months Ended
	Aug. 18, 2010 USD ($) $ / shares	Dec. 12, 2006 USD ($) $ / shares	Dec. 31, 2012 USD ($) $ / shares	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)
Debt Instrument [Line Items]
Accretion of debt issuance costs			$ 1,400,000	$ 1,300,000
Senior convertible notes due August 15 2015
Debt Instrument [Line Items]
Principal amount	$ 100,000,000		100,000,000	100,000,000
Senior notes, effective interest rate	5.75%
Accrued interest			$ 2,200,000	2,200,000
No of convertible shares	147.0859
Principal amount per share \| $ / shares	$ 1,000
Conversion price of shares \| $ / shares			$ 6.80
Percentage of repurchase price	100.00%
Percentage of conversion price equaling stock price	150.00%
Percentage of redemption price	100.00%
Consecutive trading days	Least 20 of the 30
Issuance cost	$ 4,200,000
Senior convertible notes due December 15, 2013
Debt Instrument [Line Items]
Principal amount		$ 115,000,000	$ 115,000,000	115,000,000
Senior notes, effective interest rate		3.75%	3.75%
Accrued interest			$ 192,000	$ 192,000	$ 192,000
No of convertible shares		44.5002
Principal amount per share \| $ / shares		$ 1,000
Conversion price of shares \| $ / shares			$ 22.47
Percentage of repurchase price		100.00%
Issuance cost		$ 3,700,000
Senior convertible notes due December 15, 2013 \| Underwriters Overallotment Option
Debt Instrument [Line Items]
Principal amount		$ 15,000,000

Restructuring Charges - Additional Information (Detail) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 10, 2011 USD ($) Employee	Dec. 31, 2011 USD ($)
Restructuring Cost and Reserve [Line Items]
Percentage of workforce reduction	41.00%
Number of employees eliminated \| Employee	257
Restructuring charges	$ 6,700
Restructuring charges, net of tax		$ 6,300
Workforce Reduction
Restructuring Cost and Reserve [Line Items]
Restructuring liability	$ 6,659	67
Research And Development
Restructuring Cost and Reserve [Line Items]
Restructuring charges, net of tax		4,700
General and Administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges, net of tax		$ 1,600

Restructuring Charges (Detail) - Workforce Reduction - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012
Restructuring Cost and Reserve [Line Items]
Restructuring Beginning Balance	$ 6,659	$ 67
Cash payments	(6,189)
Adjustment	(403)	$ (67)
Restructuring Ending Balance	$ 67

- Definition

Amount of any reversal and other adjustment made during the period to the amount of a previously accrued liability for a specified type of restructuring cost, excluding adjustments for costs incurred during the period, costs settled during the period, and foreign currency translation adjustments.

+ References + Details

Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012
Fair Value of Financial Instruments [Line Items]
Cash equivalents	$ 2.7		$ 61.8
Foreign exchange hedging contracts notional amount	0.0	$ 25.5
Unrealized loss on foreign exchange hedging		0.2
Gain on foreign exchange hedging contract	1.3	$ 1.6
Money Market Funds
Fair Value of Financial Instruments [Line Items]
Cash equivalents	$ 0.6		$ 60.8

- Definition

This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Company may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months.

+ References + Details

Summary of Carrying Values and Estimated Fair Values of Senior Convertible Notes (Detail) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Senior convertible notes due December 15, 2013
Financial Instruments [Line Items]
Carrying value	$ 114,443	$ 113,860
Estimated fair value	81,900	61,000
Senior convertible notes due August 15 2015
Financial Instruments [Line Items]
Carrying value	97,583	96,782
Estimated fair value	$ 63,200	$ 60,800

Summary of Changes in Fair Value of Level Three Forward Purchase Contracts (Detail) - Fair Value, Inputs, Level 3	12 Months Ended
	Dec. 31, 2012 USD ($)
Fair Value, Instruments Classified in Shareholders' Equity Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance
Issuance	29,317
Adjustments to fair value included in other income (expense)	(1,237)
Transfers to additional paid-in-capital	(28,080)
Ending Balance
The February 2012 Forward Purchase Contract
Fair Value, Instruments Classified in Shareholders' Equity Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance
Issuance	1,080
Adjustments to fair value included in other income (expense)	12,011
Transfers to additional paid-in-capital	(13,091)
Ending Balance
The October 2012 Forward Purchase Contract
Fair Value, Instruments Classified in Shareholders' Equity Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance
Issuance	28,237
Adjustments to fair value included in other income (expense)	(13,248)
Transfers to additional paid-in-capital	(14,989)
Ending Balance

Common and Preferred Stock - Additional Information (Detail)	1 Months Ended									3 Months Ended		10 Months Ended	12 Months Ended																		13 Months Ended	24 Months Ended	263 Months Ended
	Dec. 31, 2012 USD ($) $ / shares shares	Dec. 20, 2012	Oct. 31, 2012 USD ($) $ / shares $ / Right shares	Oct. 18, 2012	May 31, 2012 shares	May 17, 2012 USD ($) $ / shares shares	Aug. 10, 2010 USD ($) $ / shares shares	Aug. 05, 2009 USD ($) $ / shares shares	Aug. 05, 2005 USD ($) $ / Right shares	Mar. 31, 2011 USD ($) shares	Dec. 31, 2010 USD ($) shares	Dec. 31, 1994 USD ($)	Dec. 31, 2012 USD ($) $ / shares shares	Dec. 31, 2011 USD ($) $ / shares shares	Mar. 31, 2011 USD ($) shares	Dec. 31, 2010 USD ($) shares	Dec. 31, 2009 USD ($)	Dec. 31, 2007 USD ($)	Dec. 31, 2006 USD ($)	Dec. 31, 2005 USD ($)	Dec. 31, 2003 USD ($)	Dec. 31, 2002 USD ($)	Dec. 31, 2001 USD ($)	Dec. 31, 2000 USD ($)	Dec. 31, 1999 USD ($)	Dec. 31, 1998 USD ($)	Dec. 31, 1997 USD ($)	Dec. 31, 1996 USD ($)	Feb. 28, 1994 USD ($)	Feb. 28, 1993 USD ($)	Feb. 29, 1992 USD ($)	Dec. 31, 2011 USD ($) $ / shares shares	Dec. 31, 2012 USD ($) $ / shares shares	Sep. 30, 2012	Jun. 27, 2012 shares	Feb. 08, 2012 USD ($) $ / Right shares	Aug. 18, 2010 USD ($)
Class of Stock [Line Items]
Common stock sold \| $												$ 1,805,000		$ 9,540,000		$ 14,335,000	$ 59,724,000	$ 249,750,000	$ 384,670,000	$ 170,234,000	$ 50,000,000	$ 58,815,000	$ 78,030,000	$ 31,633,000	$ 534,000	$ 12,726,000	$ 196,000	$ 59,000	$ 526,000	$ 888,000	$ 900,000
Exercise price of warrants \| $ / Right			2.60
Net proceeds from issuance of common stock \| $																																	$ 3,900,000
Common stock loaned under share lending agreement, shares \| shares	9,000,000										9,000,000		9,000,000	9,000,000		9,000,000																9,000,000	9,000,000
Nominal lending fee \| $ / shares														$ 0.01
Reduction of principal on note payable to related party upon issuance of common stock \| $													$ 184,537,000	$ 11,116,000		$ 16,681,000																	$ 212,334,000
Number of Unit Sold in an Underwritten public offering \| shares																																				35,937,500
Units sold composition description																																				Each unit consisting of one share of common stock and a warrant to purchase 0.6 of a share of common stock
Warrant to purchase of a share of common stock \| $ / Right																																				0.6
Net proceeds from offering \| $													$ 80,600,000
Capital stock authorized \| shares	286,035,082												286,035,082	131,522,945																		131,522,945	286,035,082		31,250,000
Restricted Stock Agreed to be Purchased by Lender \| $																																				$ 77,200,000
Number of Shares that recorded the portion of the derivative instrument representing outside of equity \| shares	16,500,000												16,500,000																				16,500,000
Authorized shares under common stock purchase agreement \| shares	350,000,000				250,000,000	250,000,000
Common stock, shares authorized \| shares	550,000,000				350,000,000	350,000,000							550,000,000	250,000,000																		250,000,000	550,000,000
Change in fair value recognized in other income \| $	$ 12,000,000												$ 12,000,000																				$ 12,000,000
Valuation of non-equity portion of forward contract \| $ / shares	$ 2.40					$ 1.69							$ 2.40																				$ 2.40
Risk Free Interest Rate																																		0.10%
Discount for lack of marketability						0.42%
Underwritten public offering \| shares			40,000,000
Common Stock Purchase \| shares			30,000,000
Additional common stock shares issued \| shares			6,000,000
Additional Purchase Of Common Stock \| shares			4,500,000
Net proceeds from public offering \| $			$ 86,300,000
Warrant entitles the holder to purchase a share of common stock			0.75
Warrant expiration date			2013-10
Fair value assumption risk free rate		0.00%		0.11%
Fair value input discount rate		1.50%		2.30%
Common stock, par value \| $ / shares	$ 0.01												$ 0.01	$ 0.01																		$ 0.01	$ 0.01
Undesignated preferred stock, shares authorized \| shares	10,000,000												10,000,000	10,000,000																		10,000,000	10,000,000
Undesignated preferred stock, par value \| $ / shares	$ 0.01												$ 0.01	$ 0.01																		$ 0.01	$ 0.01
Common stock, shares issued \| shares	286,035,082												286,035,082	131,522,945																		131,522,945	286,035,082
Public Offering
Class of Stock [Line Items]
Common stock issued and sold \| shares								8,360,000
Net proceeds from issuance of common stock \| $								$ 59,700,000
Current Asset
Class of Stock [Line Items]
Fair value of forward contract \| $	$ 28,200,000												$ 28,200,000																				$ 28,200,000
Additional Paid-in Capital
Class of Stock [Line Items]
Common stock sold \| $												$ 1,805,000		$ 9,526,000		$ 14,314,000	$ 59,640,000	$ 249,480,000	$ 384,440,000	$ 170,063,000	$ 49,965,000	$ 58,775,000	$ 78,000,000	$ 33,945,000	$ 532,000	$ 12,703,000	$ 190,000	$ 59,000	$ 526,000	$ 887,000	$ 890,000
Fair value of forward contract \| $	15,000,000												15,000,000																				15,000,000
Other income (expense)
Class of Stock [Line Items]
Fair value of forward contract \| $	13,200,000												$ 13,200,000																				13,200,000
Warrant
Class of Stock [Line Items]
Combined purchased price common stock \| $ / Right			2.00
Other Than Equity
Class of Stock [Line Items]
Fair value of Non-Equity Portion \| $						$ 13,100,000
Risk Free Interest Rate						0.18%
Warrant Liability
Class of Stock [Line Items]
Exercise price of warrants \| $ / Right																																				2.40
Number of warrants are exercisable \| shares																																				21,562,500
Duration for Expiration of warrants													4 years
Principal stockholder \| Public Offering
Class of Stock [Line Items]
Common stock issued and sold \| shares								1,000,000
Common stock sold price per share \| $ / shares								$ 8.11
Underwriters Overallotment Option \| Public Offering
Class of Stock [Line Items]
Common stock issued and sold \| shares								960,000
Common stock sold price per share \| $ / shares								$ 7.35
Underwriters
Class of Stock [Line Items]
Number of Unit Sold in an Underwritten public offering \| shares																																				4,687,500
Combined purchased price common stock \| $ / Right																																				2.256
Public
Class of Stock [Line Items]
Combined purchased price common stock \| $ / Right																																				2.40
Senior convertible notes due August 15 2015
Class of Stock [Line Items]
Principal amount \| $	$ 100,000,000												$ 100,000,000	$ 100,000,000																		$ 100,000,000	$ 100,000,000				$ 100,000,000
Private Placement
Class of Stock [Line Items]
Common stock sold \| $									$ 175,000,000
Common stock issued and sold \| shares									17,132,000
Common stock issuable up on exercise of warrants \| shares									3,426,000
Exercise price of warrants \| $ / Right									12.228
Commissions paid to the placement agents \| $									$ 4,500,000
Other offering cost \| $									300,000
Net Proceeds from private placement of common stock \| $									170,200,000
Private Placement \| Warrant
Class of Stock [Line Items]
Underwritten public offering \| shares			40,000,000
Private Placement \| Restricted Stock
Class of Stock [Line Items]
Underwritten public offering \| shares			40,000,000
Private Placement \| Principal stockholder
Class of Stock [Line Items]
Common stock sold \| $									$ 87,300,000
Seaside Eight Eight Limited Partnership
Class of Stock [Line Items]
Common stock issued and sold \| shares										1,400,000	2,100,000				1,400,000	2,100,000																3,500,000
Net proceeds from issuance of common stock \| $										$ 9,700,000	$ 14,100,000				$ 9,700,000	$ 14,100,000																$ 23,800,000
Common stock sold in increments \| shares							18,200,000
Increments of shares \| shares							700,000
Trading period volume							10 days
Percentage of purchase price							92.00%
Seaside Eight Eight Limited Partnership \| Minimum
Class of Stock [Line Items]
Weighted average trading price \| $ / shares							$ 6.50
Mann Group
Class of Stock [Line Items]
Common stock issued and sold \| shares														1,400,000	1,400,000	2,100,000																3,500,000
Net proceeds from issuance of common stock \| $														$ 11,100,000		$ 16,700,000																$ 11,100,000
Closing bid price of common stock \| $ / shares							$ 7.15
Reduction of principal on note payable to related party upon issuance of common stock \| $							$ 350,000,000								$ 27,800,000
Capital stock authorized \| shares	31,250,000												31,250,000																				31,250,000
Restricted common stock price per share \| $ / shares	$ 2.47												$ 2.47																				$ 2.47
Restricted Stock Agreed to be Purchased by Lender \| $	$ 107,400,000		$ 107,400,000										$ 107,400,000																				$ 107,400,000
Selling price of restricted shares \| $ / shares			$ 2.59
Amended and restated promissory note outstanding principal amount \| $			$ 350,000,000
Mann Group \| Warrant
Class of Stock [Line Items]
Restricted warrants sale price \| $ / shares			$ 0.125
Mann Group \| Forward Purchase Contracts
Class of Stock [Line Items]
Fair value of the forward purchase contract \| $	$ 2,000,000												$ 2,000,000																				$ 2,000,000
Discount for lack of marketability						2.57%
Mann Group \| Forward Purchase Contracts \| Equity Component
Class of Stock [Line Items]
Number of Shares that recorded the portion of the derivative instrument representing equity \| shares	14,700,000												14,700,000																				14,700,000
Fair value of the forward purchase contract \| $	$ 900,000												$ 900,000																				$ 900,000
Mann Group \| Forward Purchase Contracts \| Other Than Equity
Class of Stock [Line Items]
Fair value of the forward purchase contract \| $	$ 1,100,000												$ 1,100,000																				$ 1,100,000
Risk Free Interest Rate						0.08%
Related Party
Class of Stock [Line Items]
Units sold composition description																																				Each unit consisting of one share of common stock and a warrant to purchase 0.6 of a share of common stock

Net Loss per Common Share - Additional Information (Detail) - shares	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net Income Loss Per Common Share [Line Items]
Companies common stock share outstanding	9,000,000	9,000,000	9,000,000
Antidilutive securities	128,324,123	34,048,852	30,858,590
Shares loaned under the share lending arrangement	9,000,000	9,000,000	9,000,000

- Definition

Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Antidilution
-URI http://asc.fasb.org/extlink&oid=6505113

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Diluted Earnings Per Share
-URI http://asc.fasb.org/extlink&oid=6510752

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Contingent Stock Agreement
-URI http://asc.fasb.org/extlink&oid=6508534

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 40
-Subparagraph c
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 13, 14
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 07-4
-Paragraph 4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 171
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Potentially Dilutive Securities Outstanding (Detail) - shares	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net Income Loss Per Common Share [Line Items]
Potentially dilutive securities outstanding	128,324,123	34,048,852	30,858,590
Potentially dilutive securities outstanding	128,324,123	34,048,852	30,858,590
Stock Options
Net Income Loss Per Common Share [Line Items]
Potentially dilutive securities outstanding	18,674,539	10,082,351	7,760,833
Convertible Debt Securities
Net Income Loss Per Common Share [Line Items]
Potentially dilutive securities outstanding	19,826,113	19,826,113	19,826,113
Warrant
Net Income Loss Per Common Share [Line Items]
Potentially dilutive securities outstanding	86,062,440
Restricted Stock
Net Income Loss Per Common Share [Line Items]
Potentially dilutive securities outstanding	3,761,031	4,140,388	3,271,644

- Definition

+ References

+ Details

Stock Based Award Plans (Detail) - shares	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding Options	18,674,539	10,082,351
Outstanding Restricted Stock Units	3,761,031	4,137,688
Shares Available for Future Issuance	6,630,516
Two Thousand Four Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding Options	17,983,708
Outstanding Restricted Stock Units	3,761,031
Shares Available for Future Issuance	6,521,347
Two Thousand Four Non Employee Directors Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding Options	690,831
Shares Available for Future Issuance	109,169

Stock Award Plans - Additional Information (Detail) - USD ($)	1 Months Ended								12 Months Ended
	May 17, 2012	Mar. 17, 2012	Jun. 02, 2011	Mar. 03, 2011	Aug. 01, 2010	May 21, 2009	Jul. 09, 2008	Mar. 31, 2004	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option grants vest exercisable rate									25.00%
Restricted stock vesting rate									25.00%
Options vesting period									4 years
Options granted									9,795,600
Weighted average grant date fair value of the stock options granted									$ 0.99	$ 2.04	$ 4.06
Stock based compensation expense related to stock award plans and the ESPP				$ 8,200,000					$ 13,292,000	$ 11,204,000	$ 13,580,000
Restricted stock units granted				1,177,300					1,371,455
Stock options granted				1,467,500
Stock units vesting period				50.00%
Common stock available for issuance		10,000,000	6,000,000			5,000,000
Share reserve									700,000	700,000	700,000
Share of common stock outstanding								1.00%
Shares sold to employees									422,260	282,816	287,597
Options to purchase common stock									18,674,539	10,082,351
Total intrinsic value of options exercised									$ 1,000	$ 443,000	$ 1,600,000
Cash received from the exercise of options									$ 9,200	$ 625,000	$ 924,000
Weighted-average remaining contractual term									6 years 6 months	8 years	8 years 1 month 6 days
Restricted stock units expected to vest									3,254,819
Weighted average grant date fair value									$ 3.74
Total intrinsic value of restricted stock units expected to vest									$ 7,500,000
Total intrinsic value of restricted stock units vested									2,900,000	$ 1,700,000	$ 10,500,000
Fair value of restricted stock units vested									$ 3,000,000	$ 1,600,000	$ 11,400,000
Weighted average vesting period for unrecognized compensation cost									2 years 3 months 18 days
Options Held
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to non vested stock options									$ 12,200,000
Restricted Stock Unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to non vested stock options									7,800,000
Performance Based Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to non vested stock options									107,000
Milestones Not Considered Probable Of Achievement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to non vested stock options									$ 3,700,000
Employee Stock Purchase Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance								2,000,000	2,674,003
Share reserve automatic increase each year								700,000
Performance Based Share Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted	3,942,500
Weighted average grant date fair value of the stock options granted	$ 0.60
Time Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted	3,892,500
Weighted average grant date fair value of the stock options granted	$ 1.12
Options vesting percentage	25.00%
Options vesting period	May 01, 2014
Stock based compensation expense related to stock award plans and the ESPP	$ 6,700,000
Stock Option And Award Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding option to purchase common stock							5,417,840
Option purchase							4,493,509
Restricted stock unit issued							2,246,781
Unamortized stock compensation expenses							$ 13,900,000
Incremental stock compensation expenses					$ 3,700,000
Consultant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options to purchase common stock									243,033
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance mile stone period range									13 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance mile stone period range									96 months
Options granted expiry term									10 years
Shares reserved under ESPP								10.00%

Stock Based Compensation Expense Recognized in Accompanying Statements of Operation (Detail) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 03, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	$ 8,200	$ 13,292	$ 11,204	$ 13,580
Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation		13,224	11,202	13,478
Consultant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation		$ 68	$ 2	$ 102

- Definition

Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees.

+ References + Details

Stock Based Compensation Expense Recognized in Accompanying Statements of Operations by Category (Detail) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 03, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	$ 8,200	$ 13,292	$ 11,204	$ 13,580
Research And Development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation		6,167	5,366	7,926
General and Administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation		$ 7,125	$ 5,838	$ 5,654

- Definition

+ References + Details

Fair Value of Employee Stock Options Assumptions (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Dividends
Minimum
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Risk-free interest rate	0.32%	0.10%	0.74%
Expected lives	1 year 4 months 24 days	1 year 1 month 6 days	2 years 7 months 6 days
Volatility	70.00%	76.00%	78.00%
Maximum
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Risk-free interest rate	1.16%	2.43%	3.14%
Expected lives	6 years 1 month 6 days	6 years 1 month 6 days	6 years 1 month 6 days
Volatility	84.00%	83.00%	102.00%

Summary of Stock Options Outstanding (Detail)	12 Months Ended
Summary of Stock Options Outstanding (Detail)	Dec. 31, 2012 USD ($) $ / shares shares
Number of Shares
Outstanding at January 1, 2012 \| shares	10,082,351
Granted \| shares	9,795,600
Exercised \| shares	(3,216)
Forfeit \| shares	(715,131)
Expired \| shares	(485,065)
Outstanding at December 31, 2012 \| shares	18,674,539
Vested and expected to vest at December 31, 2012 \| shares	17,546,663
Exercisable at December 31, 2012 \| shares	7,199,768
Weighted Average Exercise Price per Share
Outstanding at January 1, 2012 \| $ / shares	$ 5.67
Granted \| $ / shares	1.81
Exercised \| $ / shares	2.86
Forfeit \| $ / shares	3.96
Expired \| $ / shares	15.17
Outstanding at December 31, 2012 \| $ / shares	3.46
Vested and expected to vest at December 31, 2012 \| $ / shares	3.53
Exercisable at December 31, 2012 \| $ / shares	$ 5.26
Aggregate Intrinsic Value
Outstanding at January 1, 2012 \| $	$ 168
Outstanding at December 31, 2012 \| $	4,867
Vested and expected to vest at December 31, 2012 \| $	4,867
Exercisable at December 31, 2012 \| $	$ 602

Summary of Restricted Stock Unit Activity (Detail) - $ / shares	1 Months Ended	12 Months Ended
	Mar. 03, 2011	Dec. 31, 2012
Number of shares
Outstanding at January 1, 2012		4,137,688
Granted	1,177,300	1,371,455
Vested		(1,277,572)
Forfeited		(470,540)
Outstanding at December 31, 2012		3,761,031
Weighted average grant date fair value Per share
Outstanding at January 1, 2012		$ 4.47
Granted		2.25
Vested		4.25
Forfeited		4.49
Outstanding at December 31, 2012		$ 3.73

Commitments and Contingencies - Additional Information (Detail) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Aug. 03, 2012
Commitments and Contingencies [Line Items]
Operating lease future minimum rental payment		$ 21,000
Operating lease rent expenses		675,000	$ 766,000	$ 1,200,000
Settlement payment		16,000,000
Remittance by insurers into Escrow account		$ 16,000,000
Transfer of common stock into Escrow account		2,777,778
Remittance by insurers into account established by plantiffs' attorneys		$ 800,000
Transfer of common stock into investment brokerage account		225,000
Loss contingency settlement agreement stock consideration	$ 8,600,000	$ 8,600,000
Loss contingency settlement agreement stock issuable	901,000	3,002,778
Stock price used to forecast future liability	$ 1.00
Fair value assumption expected volatility rate	54.00%
Fair value assumption risk free interest rate	0.10%
Equity
Commitments and Contingencies [Line Items]
Loss contingency settlement agreement stock consideration		$ 6,500,000
Adjustment to decrease legal expense
Commitments and Contingencies [Line Items]
Loss contingency settlement agreement stock consideration		2,100,000
Securities and Derivative Lawsuits
Commitments and Contingencies [Line Items]
Loss Contingency settlement agreement cash consideration		16,800,000
Loss contingency settlement agreement stock consideration		$ 7,700,000
Loss contingency settlement agreement stock issuable		3,002,778
Stock price used to forecast future liability		$ 1.00
Fair value assumption expected volatility rate		60.00%
Fair value assumption risk free interest rate		0.16%
Securities and Derivative Lawsuits \| Minimum
Commitments and Contingencies [Line Items]
Range of final judgment		4 months
Securities and Derivative Lawsuits \| Maximum
Commitments and Contingencies [Line Items]
Range of final judgment		6 months
Securities Action
Commitments and Contingencies [Line Items]
Required payment to class members and attorneys		$ 16,000,000
Number of common stock to be issued to class members and attorneys		2,777,778
Closing bid price of common stock		$ 1.00
Additional number of common stock to be issued to class members and attorneys		1,000,000
Loss contingency settlement agreement stock issuable		2,777,778
Derivative Actions
Commitments and Contingencies [Line Items]
Required payment by insurer to plaintiff					$ 800,000
Additional number of common stock to be issued to plaintiff attorneys					225,000
Loss contingency settlement agreement stock issuable		225,000
Expenses
Commitments and Contingencies [Line Items]
Settlement payment		$ 8,400,000
Cancellation fee
Commitments and Contingencies [Line Items]
Settlement payment		$ 7,600,000

Fair Value of Stock Consideration (Detail) - USD ($)	9 Months Ended	12 Months Ended
Fair Value of Stock Consideration (Detail) - USD ($)	Sep. 30, 2012	Dec. 31, 2012
Commitments and Contingencies [Line Items]
Number of Shares	901,000	3,002,778
Final Fair Value of Stock Consideration		$ 6,492,056
Derivative Actions
Commitments and Contingencies [Line Items]
Number of Shares		225,000
Closing Price Per Share on Final Approval Date		$ 1.94
Final Fair Value of Stock Consideration		$ 436,500
Securities Action
Commitments and Contingencies [Line Items]
Number of Shares		2,777,778
Closing Price Per Share on Final Approval Date		$ 2.18
Final Fair Value of Stock Consideration		$ 6,055,556

Employee Benefit Plans - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Employer contribution savings retirement plan	$ 571,000	$ 777,000	$ 752,000

Components of Net Deferred Tax Asset (Detail) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Deferred tax assets:
Net operating loss carryforwards	$ 609,471	$ 557,427
Research and development credits	65,315	59,848
Capitalized research	31,490	32,440
Accrued expenses	2,922	2,827
Non-qualified stock option expense	30,928	27,964
Depreciation	10,025	8,906
Total net deferred tax assets	750,151	689,412
Valuation allowance	(750,151)	(689,412)
Net deferred tax assets

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Aug. 31, 2004	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Taxes [Line Items]
Deferred tax assets		$ 784.6	$ 718.2
Deferred tax liabilities		34.4	28.8
Change in the valuation allowance		60.7	$ 57.2	$ 56.5
Federal operating loss carryforwards		1,600.0
State operating loss carryforwards		1,100.0
Net operating loss carryforwards	$ 216.0
Net operating loss and credit carryforwards, annual use limitation	$ 13.0
Research and development credits subject to expiration		$ 77.4
Research and development credits, expiration year		2033
Minimum
Income Taxes [Line Items]
Net operating loss carry-forwards, expiration year		2013
Maximum
Income Taxes [Line Items]
Net operating loss carry-forwards, expiration year		2014

Effective Income Tax Rate (Detail)	12 Months Ended
Effective Income Tax Rate (Detail)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Income Taxes [Line Items]
Federal tax benefit rate	35.00%	35.00%	35.00%
State tax benefit, net of federal benefit
Permanent items
Intercompany transfer of intellectual property	(4.00%)	(5.00%)	(5.00%)
Valuation allowance	(31.00%)	(30.00%)	(30.00%)
Effective income tax rate	0.00%	0.00%	0.00%

Selected Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								10 Months Ended	12 Months Ended																				13 Months Ended	263 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 1994	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2007	Dec. 31, 2006	Dec. 31, 2005	Dec. 31, 2004	Dec. 31, 2003	Dec. 31, 2002	Dec. 31, 2001	Dec. 31, 2000	Dec. 31, 1999	Dec. 31, 1998	Dec. 31, 1997	Dec. 31, 1996	Dec. 31, 1995	Feb. 28, 1994	Feb. 28, 1993	Feb. 29, 1992	Dec. 31, 2012
Interim Reporting [Line Items]
Net loss	$ (51,781)	$ (42,834)	$ (36,578)	$ (38,173)	$ (36,397)	$ (38,402)	$ (44,480)	$ (41,525)	$ (2,004)	$ (169,366)	$ (160,804)	$ (170,560)	$ (220,104)	$ (303,039)	$ (293,190)	$ (230,548)	$ (114,338)	$ (75,992)	$ (65,879)	$ (206,265)	$ (48,245)	$ (24,661)	$ (5,679)	$ (3,331)	$ (2,280)	$ (2,570)	$ (2,815)	$ (1,156)	$ (1,175)	$ (911)	$ (2,104,912)
Net loss applicable to common stockholders	$ (51,781)	$ (42,834)	$ (36,578)	$ (38,173)	$ (36,397)	$ (38,402)	$ (44,480)	$ (41,525)		$ (169,366)	$ (160,804)	$ (170,560)																			$ (2,128,124)
Net loss per share applicable to common stockholders - basic and diluted	$ (0.23)	$ (0.22)	$ (0.23)	$ (0.27)	$ (0.30)	$ (0.31)	$ (0.37)	$ (0.34)		$ (0.94)	$ (1.32)	$ (1.50)
Weighted average common shares used to compute basic and diluted net loss per share applicable to common stockholders	229,234	190,534	159,859	143,154	122,357	122,130	121,708	121,057		180,855	121,817	113,672

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Subsequent Event - Additional Information (Detail) - Subsequent Event - At Market Sales Agreement $ in Millions	Mar. 18, 2013 USD ($)
Subsequent Event [Line Items]
Aggregate offering price for each ATM agreement	$ 50.0
No event minimum issue and sale price of common stock under both ATM Agreements	$ 50.0

Label	Element	Value
Deficit Accumulated During Development Stage [Member]
Net Income Loss	us-gaap_NetIncomeLoss	$ (911,000)
Common Stock [Member]
Stock Issued During Period Value New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 10,000
Shares Outstanding	us-gaap_SharesOutstanding	998,000
Stock Issued During Period Shares New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	998,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details