Note

- Stock Options and Stock-based Employee Compensation

Long-Term Incentive Plans

We have the

2011

Plan that provides for the grant of long-term equity and cash incentive compensation awards and replaced a

2007

Long-Term Incentive Plan.

There are

2.0

million shares of our common stock authorized under the

2011

Plan, of which

0.1

million shares remain available for issuance. Awards under the Plan

may

include stock options, stock appreciation rights (SARs), restricted stock awards (RSAs), restricted stock units, other performance and stock-based awards, and dividend equivalents.

An administrative committee (the Committee - currently the Compensation Committee of the Board of Directors) or Committee delegates

may

determine the types, the number of shares covered by, and the terms and conditions of, such awards. Eligible participants

may

include any of our employees, directors, advisors or consultants.

Stock options and restricted stock units (RSUs) outstanding and available for future issuance are as follows:

	December 31,
(in thousands)	2019		2018

Stock Options and RSUs Outstanding
2011 Plan		1,804		1,519
Non-Plan		3		3
Total Outstanding		1,807		1,522

Available for Future Grants under 2011 Plan		149		484

SARs, RSAs, other performance and stock-based awards, or dividend equivalents have been granted under the

2011

Plan. Although individual grants

may

vary, option awards generally are exercisable upon vesting, vest in a series of

three

successive, equal installments beginning with the

first

anniversary of the grant date, and have a

-year term. Non-Plan stock options outstanding are in connection with the hiring of our Chief Executive Officer, Mr. Fraser, on

February 1, 2016.

Mr. Fraser was awarded an inducement grant in accordance with Nasdaq Listing Rule

5635

(c)(

) and this inducement grant vested in a series of

three

successive, equal installments beginning with the

first

anniversary of the grant date, and has a

-year term.

A summary of activity under our long-term incentive plans is presented below:

(in thousands, except for weighted-average data) Stock Options	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Yrs)

Outstanding at January 1, 2019		1,472		$	20.19
Granted		382			9.99
Forfeited or expired		(82	)		40.74
Outstanding at December 31, 2019		1,772		$	17.61		9.0

Vested and exercisable at December 31, 2019		521		$	29.34		8.9

Vested and expected to vest at December 31, 2019		1,692		$	17.55		9.0

(in thousands, except for weighted-average data)
Restricted Stock Units	Shares			Weighted- Average Grant Date Fair Value

Unvested at January 1, 2019		50		$	12.87
Awarded		83			11.85
Cancelled		(48	)		12.99
Vested		(50	)		12.87
Unvested at December 31, 2019		35		$	11.85

Based upon application of the Black-Scholes option-pricing formula described below, the weighted-average grant-date fair value of options granted during the years ended

December 31, 2019

and

2018

was

$10.02

and

$10.17,

respectively. The weighted-average grant-date fair value of RSUs granted during the years ended

December 31, 2019

and

2018

was

$11.85

and

$12.66,

respectively. The total intrinsic value of options outstanding, vested, and exercisable as of

December 31, 2019

are each

$0.

Stock-Based Compensation

We recognized stock-based compensation expense in accordance with ASC Topic

718

$6.7

million and

$1.0

million, respectively, for each of the years ended

December 31, 2019

and

2018.

Stock-based compensation expense was classified as follows:

	Year Ended December 31,
(in thousands)	2019		2018

Research and development	$	1,932	$	232
Selling, general and administrative		4,789		723
Total	$	6,721	$	955

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing formula that uses assumptions noted in the following table. Expected volatilities are based upon the historical volatility of our common stock and other factors. We also use historical data and other factors to estimate option exercises, employee terminations and forfeiture rates. The risk-free interest rates are based upon the US Treasury yield curve in effect at the time of the grant.

	Year Ended December 31,
	2019			2018

Weighted average expected volatility		95	%		93	%
Weighted average expected term (years)		6.6			7.0
Weighted average risk-free interest rate		2.6	%		2.7	%
Expected dividends		-			-

The total fair value of the underlying shares of the options vested during

2019

and

2018

equals

$5.6

million and

$0.6

million, respectively. As of

December 31, 2019,

there was

$10.7

million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the

2011

Plan. That cost is expected to be recognized over a weighted-average vesting period of

1.9

years.