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FAIR VALUE MEASUREMENTS
3 Months Ended
Mar. 31, 2012
FAIR VALUE MEASUREMENTS  
FAIR VALUE MEASUREMENTS

NOTE 4. FAIR VALUE MEASUREMENTS

        Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following three levels of inputs may be used to measure fair value under the fair value hierarchy:

  • Level 1—Quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date.

    Level 2—Observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

    Level 3—Unobservable inputs that are supported by little or no market activity.

        If the inputs used to measure the financial assets and liabilities fall within more than one of the different levels described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

        As of March 31, 2012, we held $114,510,000 of cash equivalents and marketable securities consisting of equity securities, high quality marketable debt instruments of the U.S. government and U.S. government agencies, commercial paper, and a money market fund. We have adopted an investment policy and established guidelines relating to credit quality, diversification and maturities of our investments to preserve principal and maintain liquidity. All investment securities are issued by or guaranteed by the U.S. government and its federal agencies or have a credit rating of at least long-term of A or short-term of A1/P1 as determined by Moody's Investors Service and/or Standard & Poor's. We do not have any direct investments in auction-rate securities or securities that are collateralized by assets that include mortgages or subprime debt.

        The fair value measurements of our financial assets and liabilities are identified at the following levels within the fair value hierarchy (in thousands):

 
  Fair Value Measurements Using    
 
 
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total  

At March 31, 2012

                         

Financial assets carried at fair value:

                         

Money market funds

  $   $ 1,437       $ 1,437  

Commercial paper

        35,503         35,503  

Corporate notes

        1,420           1,420  

U.S. government and U.S government agency notes

        72,462         72,462  

Equity securities

    3,688             3,688  
                   

Total

  $ 3,688   $ 110,822       $ 114,510  
                   

Financial liabilities carried at fair value:

                         

Deferred acquisition consideration

          $ 19,101   $ 19,101  

Warrant liability

            188     188  
                   

Total

          $ 19,289   $ 19,289  
                   

At December 31, 2011

                         

Financial assets carried at fair value:

                         

Money market funds

  $   $ 4,469       $ 4,469  

Commercial paper

        31,394         31,394  

Corporate notes

          1,435           1,435  

U.S. government and U.S government agency notes

        72,913         72,913  

Equity securities

    1,819             1,819  
                   

Total

  $ 1,819   $ 110,211       $ 112,030  
                   

Financial liabilities carried at fair value:

                         

Deferred acquisition consideration

          $ 28,977   $ 28,977  

Warrant liability

            187     187  
                   

Total

          $ 29,164   $ 29,164  
                   

        The following table provides reconciliations of financial liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands):

 
  Deferred
Acquisition
Consideration
  Warrant
Liability
 

Balances at December 31, 2011

  $ 28,977   $ 187  

First installment payment of deferred consideration

    (10,012 )    

Change in fair value

    136     1  
           

Balances at March 31, 2012

  $ 19,101   $ 188  
           

        Significant inputs and assumptions used to estimate the fair values of the deferred acquisition consideration are discussed in Note 5. The change in fair value of the deferred acquisition consideration is included in general and administrative expenses on the accompanying statement of operations for the three months ended March 31, 2012.

        The fair value of warrants is estimated using the Black-Scholes option-pricing model based on the assumptions noted in the following table:

 
  Fair Value  
 
  March 31,
2012
  December 31,
2011
 

Risk-free interest rate

    1.59 %   1.32 %

Dividend yield

         

Expected volatility

    73.53 %   69.18 %

Expected life (in years)

    5.50     5.75  

        We compute expected volatility using historical volatility of our common stock based on the period of time corresponding to the expected life of the warrants. The expected life of the warrants is estimated to equal their remaining contractual term. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement that is commensurate with the expected life assumption. The dividend yield is zero as we do not expect to pay any dividends in the foreseeable future. The change in fair value of the warrant liability is included in other income (expenses) on the accompanying statement of operations for the three months ended March 31, 2012.