Fair Value Measurements

12 Months Ended

Dec. 31, 2013

6.	Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies ASC 820, which establishes a framework for measuring fair value and a fair value hierarchy that prioritizes the inputs used in valuation techniques. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for similar assets or liabilities.

Level 3 – Unobservable inputs.

The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012 are classified as follows (in thousands):

	Fair Value Measurements at December 31, 2013 Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Money market funds (1)	$	82,759	$	-	$	-	$	82,759
U.S. treasury securities		19,989		-		-		19,989
Foreign exchange options		-		361		-		361
Total	$	102,748	$	361	$	-	$	103,109

Liabilities:
Contingent warrant liabilities	$	-	$	-	$	69,869	$	69,869

	Fair Value Measurements at December 31, 2012 Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Money market funds (1)	$	37,461	$	-	$	-	$	37,461
U.S. treasury securities		39,987						39,987
Foreign exchange options		-		488		-		488
Total	$	77,448	$	488	$	-	$	77,936

Liabilities:
Contingent warrant liabilities	$	-	$	-	$	15,001	$	15,001

(1)

Included in cash and cash equivalents

The fair value of the foreign exchange options at December 31, 2013 and 2012 was determined using readily observable market inputs from actively quoted markets obtained from various third-party data providers. These inputs, such as spot rate, forward rate and volatility have been derived from readily observable market data, meeting the criteria for Level 2 in the fair value hierarchy.

The fair value of the contingent warrant liabilities at December 31, 2013 and 2012 was determined using the Black-Scholes Model, which requires inputs such as the expected term of the warrants, volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. In 2013, the Company changed its expected volatility assumption in the Black-Scholes Model from a volatility implied from warrants issued by XOMA in recent private placement transactions to a volatility based on historical stock price volatility observed on XOMA’s underlying stock. A historical stock price volatility rate was determined to be a more precise indicator for the fair value calculation of the Company’s warrants due to time elapsed since these warrants were granted.

The fair value of the contingent warrant liabilities was estimated using the following range of assumptions at December 31, 2013 and 2012:

	December 31, 2013			December 31, 2012
Expected volatility		66.1% - 86.6	%		40	%
Risk-free interest rate		0.1% - 0.8	%		0.3% - 0.7	%
Expected term	0.9 - 3.2 years			1.9 - 4.2 years

The following table provides a summary of changes in the fair value of the Company’s Level 3 financial liabilities for the years ended December 31, 2013, 2012 and 2011 (in thousands):

	Warrant Liabilities
Balance at December 31, 2010	$	4,245
Net decrease in fair value of contingent warrant liabilities upon revaluation		(3,866	)
Balance at December 31, 2011		379
Initial fair value of warrants issued in March 2012		6,390
Reclassification of contingent warrant liability to equity upon exercise of warrants		(940	)
Net increase in fair value of contingent warrant liabilities upon revaluation		9,172
Balance at December 31, 2012		15,001
Reclassification of contingent warrant liability to equity upon exercise of warrants		(6,171	)
Net increase in fair value of contingent warrant liabilities upon revaluation		61,039
Balance at December 31, 2013	$	69,869

- 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.

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