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Antares Pharma Inc.

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FY2015 Annual Report · Antares Pharma Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

 ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15  (D)  OF  THE  SECURITIES  EXCHANGE  ACT 

OF 1934

 TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15  (d)  OF  THE  SECURITIES  EXCHANGE 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015

ACT OF 1934 

For transition period from            to           

Commission file number 1-32302

ANTARES PHARMA, INC. 

(Exact name of registrant as specified in its charter)

A Delaware corporation

I.R.S. Employer Identification No. 41-1350192

100 Princeton South, Suite 300, Ewing, NJ  08628

Registrant’s telephone number, including area code:  (609) 359-3020

Securities registered pursuant to section 12(b) of the Act:

Title of each class
Common Stock

Name of each exchange on which registered
NASDAQ Capital Market

Securities registered pursuant to section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES  NO 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES  NO 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such 
filing requirements for the past 90 days. YES  NO 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File 
required  to  be  submitted  and  posted  pursuant  to  Rule  405  of  Regulation  S-T  during  the  preceding  12  months  (or  for  such  shorter  period  that  the 
registrant was required to submit and post such files). YES  NO 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. 
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 (Do not check if a smaller reporting company)

Smaller reporting company

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES  NO 





Aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2015, was $294,965,000 
(based upon the last reported sale price of $2.08 per share on June 30, 2015, on the NASDAQ Capital Market). 

There were 154,848,512 shares of common stock outstanding as of March 1, 2016.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement for the registrant’s 2016 annual meeting of stockholders to be filed within 120 days after the end of the 
period covered by this annual  report on Form 10-K are  incorporated by  reference  into Part III of this annual report on Form 10-K.

 
ANTARES PHARMA, INC.
FORM 10-K
TABLE OF CONTENTS

PART I

Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures

PART II

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information

PART III

Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4

Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B

Item 10
Item 11
Item 12
Item 13
Item 14

Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services

Item 15

Exhibits and Financial Statement Schedules

Signatures

PART IV

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43
44
44
44

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47
48
57
58
81
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Item 1.

BUSINESS

Forward-Looking Statements

PART I

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform 
Act  of  1995  that  are  subject  to  risks  and  uncertainties.  You  should  not  place  undue  reliance  on  those  statements  because  they  are 
subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict 
and many of which are beyond our control. You can identify these statements by the fact that they do not relate strictly to historical or 
current  facts.  Such  statements  may  include  words  such  as  “anticipate,”  “will,”  “estimate,”  “expect,”  “project,”  “intend,”  “should,” 
“plan,” “believe,” “hope,” and other words and terms of similar meaning in connection with any discussion of, among other things, 
future  operating  or  financial  performance,  strategic  initiatives  and  business  strategies,  regulatory  or  competitive  environments,  our 
intellectual  property  and  product  development.  In  particular,  these  forward-looking  statements  include,  among  others,  statements 
about:

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our expectations regarding commercialization of OTREXUP™ (methotrexate) injection for subcutaneous use;

our expectations regarding product development including clinical trial results, and potential approval by the United States 
(“U.S.”) Food and Drug Administration (“FDA”) of VIBEX® QuickShot® for Testosterone injection (“VIBEX® QS T”);

our expectations regarding product development and potential FDA approval of VIBEX® Epinephrine Pen (“epinephrine 
auto injector”) and Teva Pharmaceutical Industries, Ltd.’s (“Teva”) ability to successfully commercialize the epinephrine 
auto injector;

our  expectations  regarding  our,  and  our  partner  Teva’s  ability  to  successfully  commercialize  and  launch  VIBEX® 
Sumatriptan (sumatriptan injection);

our  expectations  regarding  continued  product  development  with  our  partners, 
Pharmaceuticals, Inc. (“AMAG”);

including  Teva  and  AMAG 

our expectations regarding trends in pharmaceutical drug delivery characteristics;

our anticipated continued reliance on contract manufacturers to manufacture our products;

our sales and marketing plans;

product development and commercialization plans regarding our other products and product candidates;

timing and results of our clinical trials;

our future cash flow and our ability to support our operations;

the  impact  of  new  accounting  pronouncements  and  our  expectations  and  estimates  with  regard  to  current  accounting 
practices,  including  estimates  of  OTREXUP™  prescription  data  provided  by  third-party  sources,  which  are  used  in  our 
revenue recognition methods; and

other statements regarding matters that are not historical facts or statements of current condition.

These forward-looking statements are based on assumptions that we have made in light of our industry experience as well as our 
perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under 
the  circumstances.  As  you  read  and  consider  this  annual  report,  you  should  understand  that  these  statements  are  not  guarantees  of 
performance results. Forward-looking statements involve known and unknown risks, uncertainties and assumptions, and other factors 
that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from the 
information  expressed or implied by these  forward-looking  statements.   While we believe that we have a reasonable  basis for each 
forward-looking  statement  contained  in  this  report,  we  caution  you  that  these  statements  are  based  on  a  combination  of  facts  and 
factors currently known by us and projections of the future about which we cannot be certain.  Many factors may affect our ability to 
achieve our objectives, including:

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delays in product introduction and marketing or interruptions in supply;

a decrease in business from our major customers and partners;

our inability to compete successfully against new and existing competitors or to leverage our research and development 
capabilities and our marketing capabilities;

1

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our  inability  to  effectively  market  our  services  or  obtain  and  maintain  arrangements  with  our  customers,  partners  and 
manufacturers;

our inability to effectively protect our intellectual property;

costs associated with future litigation and the outcome of such litigation;

our inability to attract and retain key personnel;

changes or delays in the regulatory process;

adverse economic and political conditions; and

our ability to obtain additional financing, reduce expenses or generate funds when necessary.

Forward-looking statements made by us in this annual report speak only as of the date of this annual report. Actual results could 
differ materially from those currently anticipated as a result of a number of risk factors, including, but not limited to, the risks and 
uncertainties discussed under the caption “Risk Factors.”  New risks and uncertainties come up from time to time, and it is impossible 
for us to predict these events or how they may affect us. We do not undertake to update or revise the forward-looking statements in 
this annual report after the date of this annual report, except as required by law. In light of these risks and uncertainties, you should 
keep in mind that any forward-looking statement in this annual report or elsewhere might not occur.

Overview

Antares Pharma, Inc. (“Antares,” “we,” “our,” “us” or the “Company”) is an emerging, specialty pharmaceutical company that 
focuses  on  the  development  and  commercialization  of  self-administered  parenteral  pharmaceutical  products  and  technologies.   Our 
subcutaneous  injection  technology  platforms  include  VIBEX®  disposable  pressure-assisted  auto  injectors,  Vision®  reusable  needle-
free injectors, and disposable multi-use pen injectors. We have multiple internal product development programs as well as significant 
partnership  arrangements  with  several  industry  leading  pharmaceutical  companies.  We  have  formed  strategic  alliances  with  Teva 
Pharmaceutical  Industries,  Ltd.  (“Teva”),  Ferring  Pharmaceuticals  Inc.  and  Ferring  B.V.  (together  “Ferring”),  JCR  Pharmaceuticals 
Co., Ltd. (“JCR”), and AMAG Pharmaceuticals, Inc. (“AMAG”).  We develop and apply our drug delivery systems in collaborations 
with these pharmaceutical partners to enhance our partners' drug compounds and delivery methods.

We develop and manufacture novel, pressure-assisted injector devices, with and without needles, which allow patients to self-
inject drugs.   We make a reusable, needle-free spring action injection device, known as the ZOMA-Jet™ or Twin-Jector®, which is 
marketed through our partners for use with human growth hormone (hGH).  We have developed variations of the needle-free injector 
by adding a small shielded needle to a pre-filled, single-use disposable injector, called the VIBEX® pressure assisted auto injection 
system. This system is an alternative to the needle-free system for use with injectable drugs in unit dose containers and is suitable for 
various branded and generic injectables.  We also developed disposable multi-dose pen injectors for use with standard cartridges.  We 
have entered into multiple licenses for these devices mainly in the U.S., Europe and Canada with Teva.

In  February  2014,  we  launched  our  proprietary  product  OTREXUP™  (methotrexate)  injection,  which  was  the  first  FDA-
approved  subcutaneous  methotrexate  for  once  weekly  self-administration  with  an  easy-to-use,  single  dose,  disposable  auto  injector.  
OTREXUP™, which utilizes our VIBEX® auto injector, is indicated for adults with severe active rheumatoid arthritis (“RA”), children 
with active polyarticular juvenile idiopathic arthritis (“pJIA”) and adults with severe recalcitrant psoriasis.   To date, we have received 
FDA approval for dosage strengths of 7.5 mg, 10 mg, 15 mg, 20 mg and 25 mg of OTREXUP™.

In  December  2015,  the  FDA  approved  our  Abbreviated  New  Drug  Application  (ANDA)  for  4  mg/0.5  mL  and  6  mg/0.5  mL 
Sumatriptan Injection USP, indicated for adults for the acute treatment of migraine and cluster headache.  Sumatriptan Injection USP 
represents the Company’s first ANDA approval of a complex generic and second product approved using the VIBEX® auto injector 
platform.  Under the terms of a license, supply and distribution arrangement, the VIBEX® Sumatriptan product will be distributed by 
Teva, and is currently expected to be launched in 2016.

We  are  collaborating  with  Teva  on  a  combination  product  development  project  for  a  VIBEX®  auto  injector  pen  containing 
epinephrine.   Teva  submitted  an  amendment  to  the  VIBEX®  epinephrine  pen  ANDA  in  December  2014  and  received  a  Complete 
Response  Letter  (“CRL”)  from  the  FDA  on  February  23,  2016  in  which,  according  to  Teva,  the  FDA  identified  certain  major 
deficiencies.  Teva is evaluating the CRL and intends to submit a response. Due to the major nature of the CRL, Teva expects that its 
epinephrine product will be substantially delayed from their previously anticipated launch date in the second half of 2016 and that any 
launch will not take place before 2017.

2

Our other combination product development projects in collaboration with Teva include a VIBEX® exenatide multi-dose pen, 
and another undisclosed multi-dose pen. Teva filed an ANDA for exenatide, which was accepted by the FDA in October 2014 and is 
currently under FDA review.  

We  are  currently  conducting  clinical  studies  of  VIBEX®  QS  T,  for  testosterone  replacement  therapy.   In  February  2015,  we 
announced positive top-line pharmacokinetic results that showed that the primary endpoint was achieved in the Company’s ongoing, 
multi-center,  phase  3  clinical  study  (QST-13-003)  evaluating  the  efficacy  and  safety  of  testosterone  enanthate  administered  once-
weekly  by  subcutaneous  injection  using  the  QuickShot®   auto  injector  in  testosterone  deficient  adult  males.   In  October  2015,  we 
announced  that  the  last  patient  in  study  QST-13-003  received  their  week  52  treatment,  which  marked  the  end  of  the  treatment  and 
follow up phase of this study.  Based upon a written response we received from the FDA related to our clinical development program 
for QS T, we are currently conducting an additional study, QST-15-005, to support the filing of our expected 505 (b) (2) New Drug 
Application (“NDA”) for QS T.  The study includes a screening phase, a treatment titration phase and a treatment phase for evaluation 
of safety and tolerability assessments, including laboratory assessments, adverse events and injection site assessments.  We completed 
enrollment in study QST-15-005 in October 2015 and anticipate that the last patient in the study will complete their final visit in the 
second quarter of 2016. We believe we will file the NDA for QS T in late 2016 or early 2017.

In  partnership  with  AMAG  Pharmaceuticals,  Inc.,  we  are  currently  developing  a  variation  of  our  VIBEX®  QuickShot®  auto 
injector  for  use  with  AMAG’s  progestin  hormone  drug  Makena®  (hydroxy-progesterone  caproate  injection)  under  a  license, 
development  and  supply  agreement.   Under  this  arrangement,  AMAG  is  responsible  for  the  clinical  development  and  preparation, 
submission and maintenance of all regulatory applications, to manufacture and supply the drug, and to market, sell and distribute the 
product.  We are responsible for the design and development of the auto-injection device, to manufacture and supply the device, and to 
assemble and package the final product.  

We  also  have  two  gel-based  products  which  are  commercialized  through  partners.   We  have  an  oxybutynin  gel  product, 
Gelnique™ for the treatment of overactive bladder (“OAB”), which is currently marketed in the U.S. under a licensing agreement with 
Actavis plc (“Actavis”).   Elestrin® (estradiol gel) is currently marketed by Meda Pharmaceuticals, Inc. (“Meda”) in the U.S. for the 
treatment of moderate-to-severe vasomotor symptoms associated with menopause.

Our products and product opportunities are summarized and briefly described below:

Product
OTREXUP™ 

ZOMA-Jet™ Needle-free Injector

ZOMA-Jet™ Needle-free Injector

Twin-Jector® EZ II Needle-free 
Injector

Drug
Methotrexate 

hGH (5 mg
and 10 mg)

hGH (4 mg
and 10 mg)

hGH

Partners
None

Ferring

Indication
RA; pJIA Psoriasis U.S.

Territory

Regulatory Status
Approved

Growth Retardation U.S.

Approved

Ferring

Growth Retardation Europe, Asia 

Approved

Pacific

JCR

Growth Retardation Japan

Approved

Elestrin® 

Estradiol

Meda

Hormone 
Replacement 
Therapy

Oxybutynin Gel 3%

Oxybutynin

Actavis

OAB

U.S.

U.S.

Approved

Approved

VIBEX® Auto Injector

VIBEX® Auto Injector

Disposable Pen Injector

Disposable Pen Injector

VIBEX® QuickShot® (“QS”)
Auto Injector

Sumatriptan

Epinephrine

Exenatide

Undisclosed

Hydroxy-
progesterone 
caproate

Teva

Teva

Teva

Teva

AMAG

Migraines

U.S., Canada

Approved

Anaphylaxis

Diabetes

U.S.

U.S.

Filed

Filed

Undisclosed

U.S. and Europe Clinical

Reduced Risk of 
Preterm Birth

Worldwide

Clinical

VIBEX® QS T

Testosterone

None

Testosterone 
Replacement 
Therapy

U.S.

Clinical

VIBEX® QS M

Undisclosed

None

Undisclosed

Undisclosed

Pre-clinical

3

 
Antares is a Delaware corporation with principal executive offices located at 100 Princeton South Corporate Center, Suite 300, 
Ewing, New Jersey 08628.   We have two wholly owned subsidiaries in Switzerland (Antares Pharma AG and Antares Pharma IPL 
AG).   On  January  31,  2001,  we  completed  a  business  combination  to  acquire  the  operating  subsidiaries  of  Permatec  Holding  AG, 
headquartered  in  Basel,  Switzerland.  Upon  completion  of  the  transaction,  our  name  was  changed  from  Medi  Ject  Corporation  to 
Antares Pharma, Inc.

We  have  a  single  reportable  operating  segment,  drug  delivery,  which  includes  self-administered  parenteral  pharmaceutical 
products  and  technologies.   See  Note  2  to  the  Consolidated  Financial  Statements  in  Part  II,  Item  8  about  segment  financial 
information.

Market Overview

Our  focus  is  specifically  on  the  market  for  delivery  of  self-administered  injectable  drugs,  comprised  of  non-biologic,  small 
molecule drugs and biological products or biosimilars.   We believe that many injectable products currently offered in vials could be 
replaced with user-friendly auto injectors promoting better compliance and improvement in dose accuracy.  Several manufacturers of 
injectable products have introduced convenient alternatives to vials, such as prefilled syringes and injector systems, and an increasing 
proportion  of  people  who  self-administer  drugs  are  transitioning  to  prefilled  syringes  and  other  injector  systems  when  offered.  We 
believe  that  our  injection  technologies  and  products  offer  further  improvements  in  convenience  and  comfort  for  patients  self-
administering injectable products as well as provide the appropriate technique to the patient to accurately self-inject. Additionally, the 
delivery  of  pharmaceutical  therapies  through  injection  systems  often  improves  the  systemic  bioavailability  of  those  treatments  by 
overcoming  absorption  barriers  common  with  oral  and,  in  some  cases,  transdermal  delivery.  Improved  bioavailability  is  considered 
beneficial  when  considering  the  role  of  route  of  administration  on  pharmaceutical  efficacy.  We  believe  our  business  model  of 
developing  our  own  pharmaceutical  products  in  targeted  therapeutic  categories  using  our  pressure-assisted  auto  injectors  and  pen 
injectors  has  the  potential  for  further  market  penetration  in  the  future.   Also,  partnering  with  pharmaceutical  manufacturers  of 
injectable  products  that  are  outside  of  our  therapeutic  focus  offers  us  additional  potential  to  profit  from  our  proprietary  injector 
systems.

SELF-ADMINISTRATION OF INJECTABLE DRUGS

Injectable drugs are used in managing chronic medical conditions presenting a need for repeated injections over time and are 

also used in management of acute conditions where the rapid onset of an injected drug is desirable.

Cost containment pressure by managed care organizations, combined with patient preferences for convenience and comfort are 
driving a change in the treatment setting from the health care facility to patients’ homes.  This trend is creating a shift from the chronic 
care  injections and  even some  acute  care  injections being  administered  by a  doctor  or nurse  to self-administration by the patient, a 
family member, or other lay caregiver.   This shift has produced a transition in how injectable drugs are configured to facilitate use by 
consumers.   In many therapeutic categories, pre-filled syringes and other injection systems offering greater ease-of-use and security 
for  patients  now  exceed  vials  in  unit  volume,  often  at  substantial  unit  price  premium.   These  therapeutic  categories  and  example 
products include:

Condition
Diabetes

Growth deficiency

Products
Humalog (Lilly), Humulin (Lilly), Novolog (Novo Nordisk), Apidra (Sanofi Aventis), Lantus 
(Sanofi Aventis), Levemir (Novo Nordisk), Byetta (AstraZeneca), Bydureon (AstraZeneca)

Genotropin (Pfizer), ZOMACTON (Ferring), Humatrope (Lilly), Nutropin AQ (Roche), 
Noridtropin (Novo Nordisk), Saizen/Serostem (EMD Serono), Omnitrope (Sandoz)

Rheumatoid Arthritis

Enbrel (Amgen), Humira (Abbvie), Simponi (Centocor Ortho Biotech), Cimzia (UCB)

Multiple Sclerosis

Chronic Hepatitis C

Avonex (Biogen Idec), Betaseron (Bayer), Copaxone (Teva), Rebif (EMD Serono)

Intron-A (Merck), Pegasys (Roche), Peg-Intron (Merck)

Anemia/Neutropenia

Aranesp (Amgen), Neulasta (Amgen)

Migraine

Imitrex (GSK, Par, Sandoz), Sumavel (Zogenix), Alsuma (Pfizer) Sumatriptan Autoinjector 
(Sun Pharma)

Allergic Emergency

Epipen (Mylan), Twinject (Amedra), Auvi-Q (Sanofi)

In  addition  to  the  drugs  listed  in  the  table  above  and  the  products  we  already  have  in  development,  we  have  identified  other 
injectable single and multi-source drug products currently on the market that we believe are appropriate for self-administration and are 
candidates for our device technologies.

4

 
Non-biologic injectable drugs

Many  non-biologic,  small  molecule  drugs  are  injected  rather  than  taken  orally  for  one  or  more  of  several  reasons,  including 
improved absorption, onset of action, tolerability and safety. In the case of many of these compounds, bypassing the gastrointestinal 
tract by switching a route of administration from oral tablet to subcutaneous injection improves the side effect profile of the drug and 
does not cause gastrointestinal adverse events. Our OTREXUP™ product is an example of changing the route of administration from 
oral to injection for better bioavailability, systemic absorption, and tolerability. VIBEX® Sumatriptan and VIBEX® Epinephrine are 
examples  of  using  the  injection  route  for  faster  onset  of  action  that  is  thought  to  result  in  more-rapid  symptomatic  relief.  Generic 
products, like sumatriptan and methotrexate, represent a large portion of non-biologic injectable product volume in the current market.

THERAPEUTIC PRODUCTS AND PRODUCT MARKET OPPORTUNITIES FOR OUR INJECTOR SYSTEMS

OTREXUP™ (methotrexate) injection

OTREXUP™  is  our  proprietary  combination  product  comprised  of  a  pre-filled  methotrexate  syringe  and  our  VIBEX®  self-
injection  system  designed  to  enable  rheumatoid  arthritis  and  psoriasis  patients  to  self-inject  methotrexate  reliably,  accurately, 
comfortably  and  conveniently  at  home.  On  October  14,  2013,  we  announced  the  FDA  had  approved  OTREXUP™  (methotrexate) 
injection,  the  first  FDA-approved  subcutaneous  methotrexate  for  once  weekly  self-administration  with  an  easy-to-use,  single  dose, 
disposable auto injector.  Our new drug application (“NDA”) approved in October 2013 covered the 10 mg, 15 mg, 20 mg and 25 mg 
dosage strengths.   In July 2014, we submitted a supplemental NDA for the 7.5 mg strength of OTREXUP™, and we received FDA 
approval in November 2014.  

OTREXUP™ is indicated for use in adults with severe, active RA or children with active polyarticular juvenile arthritis (“pJIA”) 
who are intolerant of or had an inadequate response to first‑line therapy, including full dose non‑steroidal anti‑inflammatory agents, 
and adults with severe recalcitrant psoriasis.  RA is a chronic autoimmune disease, resulting in pain, stiffness, swelling, joint damage, 
and loss of function of the joints. According to the Arthritis Foundation, RA affects approximately 1.5 million Americans, which is 
almost 0.5% of the U.S. population.  The disease onset generally occurs between the ages of 30 to 60 years in women.  In men, it often 
occurs later in life.   According to Symphony Health Solutions, a healthcare data and analytics company, U.S. sales of biologic drug 
products approved to treat rheumatoid arthritis were approximately $20.0 billion in 2015.  Some of these agents are also approved for 
other  indications  including  plaque  psoriasis,  Crohn’s  disease,  ulcerative  colitis,  juvenile  idiopathic,  ankylosing  spondylitis,  and 
psoriatic arthritis, making it difficult to determine the proportion of sales attributable to use in rheumatoid arthritis.

Methotrexate is the most commonly prescribed disease modifying anti-rheumatic drug (“DMARD”), used in an estimated 70% 
of  rheumatoid  arthritis  patients.   A  November  2012  analysis  utilizing  United  Healthcare  data  and   conducted  by  Optum  found  that 
methotrexate is usually started at 7.5 mg, 10 mg or 15 mg given orally, once-a-week, and titrated up for greater therapeutic effect, or 
until the patient incurs side effects.   The maximum oral dose given is generally 20 mg to 25 mg per week (8 to 10, 2.5 mg tablets 
given  in  one  dose).   Studies  have  reported  as  many  as  30%  to  60%  of  patients  experience  gastrointestinal  side  effects  with  oral 
methotrexate, preventing further dose escalation or requiring discontinuation in some patients.   Also, the extent of oral absorption of 
methotrexate  varies  considerably  between  patients.  In  a  study  performed  by  Schiff  et  al  published  in  The  Annals  of  Rheumatic 
Diseases  in  2014,  researchers  showed  that  the  bioavailability  of  methotrexate  delivered  via  subcutaneous  injection  was  dose 
proportional  and  continued  to  increase  compared with  oral  drug, which  plateaued  at  15 mg.   According  to  studies  by Dr. Wegrzyn 
published  in  The  Annals  of  Rheumatic  Diseases  in  2004,  Dr.  Mainman  published  in  Clinical  Rheumatology  in  2010,  Dr.  Bakker 
published in The Annals of Rheumatic Diseases in 2010, and Dr. Braun published in Arthritis and Rheumatism in 2008, RA patients 
switching from oral to parenteral methotrexate may improve clinical response or lower the incidence of gastrointestinal side effects.

Other  rheumatological  conditions  for  which  methotrexate  is  an  approved  treatment  are  pJIA  in  children  who  have  had  an 
insufficient therapeutic response to, or are intolerant of, an adequate trial of first-line therapy including full dose non-steroidal anti-
inflammatory agents (“NSAIDs”) and in patients with severe, recalcitrant, disabling psoriasis that is not adequately responsive to other 
forms  of  therapy  after  a  definite  diagnosis  has  been  established.   As  indicated  in  the  OTREXUP™  prescribing  information,  the 
recommended dosing schedule for methotrexate in psoriasis is 10 to 25 mg per week until adequate response is achieved.  In pJIA the 
recommended starting dose is 10 mg/m2 given once weekly.

Psoriasis is believed to be an autoimmune disease, characterized by thick patches of inflamed, scaly skin, created by abnormal, 
rapid,  and  excessive  proliferation  of  skin  cells.   The  National  Psoriasis  Foundation,  a  non-profit  health  agency  dedicated  to  curing 
psoriatic disease, stated in 2015 that psoriasis is the most prevalent autoimmune disease in the U.S.   According to current studies, as 
many as 7.5 million Americans, or approximately 2.2% of the population suffer from psoriasis, with a higher incidence in Caucasians.  
And, according to information published by the World Psoriasis Day consortium in 2015, 125 million people worldwide, or 2% to 3% 
of the total population have psoriasis.

5

pJIA is the most common rheumatic disease in childhood with an estimated prevalence between 7 and 400 for every 100,000 
children.  According to the Arthritis Foundation, pJIA affects nearly 300,000 children in the U.S.  Most forms of pJIA are autoimmune 
disorders  that  cause  pain,  swelling,  stiffness,  and  loss  of  motion  in  the  joints.   It  can  persist  over  many  years  and  can  also  lead  to 
disability and dysfunction in adulthood.

We believe that OTREXUP™ offers physicians and patients an important alternative to oral methotrexate tablets and vials of the 
injectable form of the drug administered with a needle and syringe.  According to studies by Dr. Wegrzyn published in The Annals of 
Rheumatic  Diseases  in  2004,  Dr.  Mainman  published  in  Clinical  Rheumatology  in  2010,  Dr.  Bakker  published  in  The  Annals  of 
Rheumatic  Diseases  in  2010,  and  Dr.  Braun  published  in  Arthritis  and  Rheumatism  in  2008,  many  patients  who  start  on  oral 
methotrexate  may  have  an  inadequate  clinical  response  due  in  part  to  a  lack  of  efficacy  or  poor  tolerability.  Although  published 
studies  have  demonstrated  switching  to  a  parenteral  route  of  administration  can  improve  absorption,  a  2015  report  by  Symphony 
Healthcare found that approximately 7% of patients on methotrexate are being prescribed the injectable form.

Instead, patients who fail to achieve adequate response on oral methotrexate are often prescribed a biologic response modifier 
(“biologic”).   Biologic therapies have been demonstrated to improve the patient’s therapeutic response when added to methotrexate.  
However,  according  to  Source  Healthcare  Analytics  data  published  in  2013,  the  average  retail  price  for  biologics  was  in  excess  of 
$32,000 annually, excluding administrative and other fees that could be incurred.  A number of peer-reviewed articles by key thought 
leaders in the rheumatology community have called on clinicians to optimize methotrexate therapy for rheumatoid arthritis and ensure 
that  the  drug  is  given  adequate  time  to  achieve  the  desired  results  before  biologic  therapies  are  initiated.   Biologics  have  shown  to 
have their own limitations including increasing the risk of serious infections and certain malignancies and are not appropriate for all 
patients.

In a phase 2 clinical study by Freundlich, et al, in 2014, OTREXUP™ was well tolerated with almost no administration site pain 
and  minimal  erythema.  Limitations  in  functional  status  did  not  affect  ability  to  self-administer.  Improving  the  delivery  of 
subcutaneous methotrexate may increase patient tolerance of self-injection thereby improving adherence in patients with RA.

OTREXUP™  may  offer  physicians  and  patients  a  convenient,  practical  and  cost-effective  option  for  administering  parenteral 
methotrexate  as  an  alternative  to  proceeding  directly  from  oral  methotrexate  to  biologics.   Additionally,  OTREXUP™  is  a  self-
contained injection device designed to minimize accidental contact with methotrexate, a hazardous drug agent.

Since its launch in February 2014, OTREXUP™ has been prescribed by nearly 2,000 physicians. The Company’s marketing data 
reveal  that  some  physicians  regularly  use  OTREXUP™  in  RA  patients  who  have  experienced  an  inadequate  response  to  oral 
methotrexate  therapy  for  reasons  of  tolerability  and/or  efficacy.    We  have  worldwide  marketing  rights  for  OTREXUP™  and 
independently market OTREXUP™ on our own in the U.S. for the treatment of RA.  Commercial sales of OTREXUP™ commenced in 
early 2014, with good initial clinical adoption/utilization, and reimbursement status among payer organizations that is consistent with 
other in-class products.    In 2014, Medac Pharma Inc. (“Medac Pharma”), a privately held pharmaceutical company, announced FDA 
approval of an NDA for their product, Rasuvo™, a subcutaneous injectable methotrexate in a ready-to-use injection device indicated 
for  the  treatment  of  management  of  adults  with  severe,  active  RA  or  children  with  active  pJIA  who  are  intolerant  of  or  had  an 
inadequate  response  to  first‑line  therapy,  including  full  dose  non‑steroidal  anti‑inflammatory  agents.  Medac  Pharma  launched 
Rasuvo™ on October 6, 2014. The product is available in 10 dosage strengths, ranging from 7.5 mg to 30 mg in 2.5 mg increments.

VIBEX® QS T (testosterone)

VIBEX® QuickShot® Testosterone (“QS T”) is our proprietary combination product that consists of testosterone and our next 
generation  VIBEX®  QuickShot®  (“QS”)  auto  injector  in  development  for  the  treatment  of  testosterone  deficiency  or  testosterone 
replacement therapy.    The VIBEX® QS auto injector is designed specifically to provide a fast injection of highly viscous fluids such 
as testosterone in oil.

The U.S. testosterone replacement therapy (“TRT”) market in 2015 was approximately $2.8 billion according to a Symphony 

Health  Solutions  report.   Injectable  TRT  grew  from  $212.0  million  in  2013  to  $237.0  million  in  2015,  an  increase  of  almost  12%.   
There  is  significant  competition  within  the  TRT  market  among  many  pharmaceutical  companies  including  Abbvie,  Inc.  (formerly 
Abbott),  Eli  Lilly  and  Company  (“Lilly”),  Endo  Pharmaceuticals,  Inc  (“Endo”),  Pfizer,  Inc.  (“Pfizer”),  Actavis  PLC  (“Actavis”), 
Sandoz, Inc. (“Sandoz”), Mylan, Inc. (“Mylan”), Bedford Laboratories (“Bedford”), and Teva.

According to the Urology Care Foundation in June 2014, low serum testosterone, also known as hypogonadism or andropause, 
affects roughly four out of 10 men over the age of 45. The prevalence of low testosterone increases with age.  Researchers have found 
that the incidence of low testosterone increases from approximately 20% of men over 60, to 30% of men over 70 and 30% of men 
over 80 years of age.   In May 2014, Forbes.com estimated 13 million men in the U.S. suffer from lower than average testosterone.  
Symptoms  and  health  risks  associated  with  low  testosterone  include  compromised  sexual  function,  loss  of  bone  density,  reduced 

6

muscle  mass,  lethargy,  mood  disorders,  impaired  cognition,  and  cardiovascular  disease.   Several  factors,  including  low  awareness, 
embarrassment  and  stigma  associated  with  low  testosterone  are  believed  to  contribute  to  the  relatively  low  diagnosis  and  treatment 
levels. Testosterone replacement therapy is given to restore patients’ testosterone levels to within the normal range, and the potential 
benefits  of  therapy  include  improved  sexual  function,  increased  energy  levels,  and  improved  mood.  TRT  can  also  improve  body 
composition  by  decreasing  fat  mass,  increase  lean  body  mass,  potentially  increase  muscle  strength,  and  stabilize  or  increase  bone 
mineral density, as well as reduce bone fractures.

Topical  formulations  of  TRT,  such  as  Androgel,  Testim,  Fortesta,  Axiron,  dermal  patches  and  buccal  delivery  are  frequently 
prescribed versions of TRT.   Not all men are able to adequately absorb the gel formulations or otherwise find them unacceptable for 
reasons including risks of transferring the gel to spouses or children, dissatisfaction with the application process, or suboptimal clinical 
results  due  to  variability  in  exposure  and  compliance.   Injectable  testosterone  is  an  option  for  men  with  an  inadequate  response  to 
transdermal  therapies.  Additionally,  there  are  three  oral  formulations  currently  under  various  stages  of  development  to  treat 
testosterone deficiency.  The companies developing these products are Repros Therapeutics, Clarus Therapeutics and Lipocine.

Currently, injectable testosterone is available and represents a significant percentage of all TRT prescriptions. These injections, 
prescribed as a combination of a vial, needle, and syringe, are usually given deep into the muscle tissue of the buttocks with large bore 
needles (typically 19 gauge needles).  Injection testosterone is an esterified formulation in oil that is absorbed slowly from the muscle 
tissue,  producing  a  sustained  increase  in  serum  testosterone  over  time,  requiring  repeated  injections  typically  administered  in  the 
physician’s office every two to four weeks.  The higher doses given to facilitate less frequent injections are sometimes associated with 
supra-physiologic levels.   Such high levels may lead to polycythemia, a proliferation of red blood cells, which places the patient at 
increased risk of thrombus or clot formation leading to strokes, heart attacks, pulmonary embolism, and possibly death.    Excessive 
variability between peak testosterone levels occurring shortly after the injection to the lowest levels immediately preceding a dose are 
also associated with mood swings.

For these reasons, we are developing VIBEX® QS T, a once-weekly subcutaneous injectable testosterone product that could be 
conveniently self-administered at potentially lower dosages given more frequently than is generally practical with repeated visits to 
the physician’s office.  The VIBEX® QS T utilizes a small gauge needle for patient comfort.  See Research and Development below 
and  Part  II  Item  7  Management’s  Discussion  and  Analysis  of  Financial  Condition  and  Results  of  Operations  for  a  discussion  of 
research and development for VIBEX® QS T.

ZOMA-Jet™ (hGH)

ZOMA-Jet™ is our needle-free auto injector offered by Ferring to patients who use its brand of hGH.  It is designed to deliver 

hGH treatment to children without the use of a needle.

According to Symphony Health Solutions, hGH sales in the U.S. were $1.8 billion in 2015.   There is significant competition 
within  the  hGH  market  between  major  pharmaceutical  companies  such  as  F.  Hoffmann-La  Roche  AG,  Pfizer,  Novo  Nordisk,  Inc, 
Sandoz, and EMD Serono, Inc. among others.   We believe that product attributes, including patient comfort and ease-of-use, play a 
key role, along with price and promotion, in determining performance in the market.

The  ZOMA-Jet™  device  can  administer  injectables  by  using  a  spring  to  push  the  active  ingredient  in  solution  or  suspension 
through  a  micro-fine  opening  in  the  needle-free  syringe.  The  opening  is  approximately  half  the  diameter  of  a  standard  30-gauge 
needle. A fine liquid stream then penetrates the skin, and the dose is dispersed into the layer of fatty, subcutaneous tissue. The drug is 
subsequently distributed throughout the body, successfully producing the desired effect.

We  believe  this  method  of  administration  is  a  particularly  attractive  alternative  to  the  needle  and  syringe  for  the  groups  of 

patients described below:

Patient Candidates for Needle-Free Injection













Young adults and children

Patients looking for an alternative to needles

Patients unable to comply with a prescribed needle program

Patients transitioning from oral medication

New patients beginning an injection treatment program

Patients with metal allergies

7

The  ZOMA-Jet™  device  is  primarily  used  in  the  U.S.,  Europe,  Asia,  Japan  and  elsewhere  to  provide  a  needle-free  means  of 
administering human growth hormone to patients with growth retardation. We typically sell our injection devices to partners in these 
markets  who  manufacture  and/or  market  human  growth  hormone  directly.  The  partners  then  market  our  device  with  their  growth 
hormone. We receive benefits from these agreements in the form of product sales and royalties on sales of their products.

The ZOMA-Jet™ device has been sold for use in more than 30 countries to deliver hGH.   The product is reusable, with each 
device  designed to last  for approximately  3,000 injections  (or approximately  two years) while  the  needle-free syringe  is disposable 
after approximately one week when used by a patient for injecting from multi-dose vials. Our pharmaceutical partner, JCR, markets 
hGH  in  Japan  as  the  Twin-Jector®  EZ  II  Needle-free  Injector.   Our  pharmaceutical  partner,  Ferring,  has  an  established  branded 
product  in  the  hGH  market  using  our  needle-free  injector,  marketed  as  the  ZOMA-Jet™  2  Vision  for  their  4  mg  formulation  and 
ZOMA-Jet™ Vision X for their 10 mg formulation.   In December 2014, Ferring acquired the U.S. rights to Tev-Tropin® from Teva 
and  assumed  Teva’s  obligations  under  the  device  supply  agreement.   On  March  31,  2015,  we  announced  that  Ferring  had  received 
FDA approval of a name change to ZOMACTON (somatropin [rDNA origin] for injection, and the needle free delivery system to be 
marketed in the U.S. as ZOMA-Jet™.  Ferring also received approval from the FDA to market the 10 mg needle free injection device 
which, along with the consumables, is supplied by Antares to Ferring.

VIBEX® with Epinephrine

We have a license, development and supply agreement with Teva for our VIBEX® system which we have designed for a product 
containing epinephrine.  We have scaled-up the commercial tooling and molds for this product, and have shipped pre-launch quantities 
of devices to Teva.  We are awaiting FDA approval of the product as a generic substitute of Mylan’s branded product, EpiPen®. Teva 
submitted an amendment to the VIBEX® epinephrine pen ANDA in December 2014 and received a CRL from the FDA on February 
23,  2016  in  which,  according  to  Teva,  the  FDA  identified  certain  major  deficiencies.   Teva  is  evaluating  the  CRL  and  intends  to 
submit a response. Due to the major nature of the CRL, Teva expects that its epinephrine product will be substantially delayed from 
the previously anticipated launch date in the second half of 2016 and that any launch will not take place before 2017.

The EpiPen® is the global market leader in the epinephrine auto injector market.   In the U.S., according to Symphony Health 
Solutions, sales of epinephrine injection products were approximately $2.2 billion in 2015 with the EpiPen® accounting for 87% of the 
total.     Mylan, Inc. reported that EpiPen® has a 90% world market share in the U.S. and worldwide.   Epinephrine is utilized for the 
treatment  of  severe  allergic  reactions  (anaphylaxis)  to  insect  venom,  foods,  drugs  and  other  allergens  as  well  as  anaphylaxis  to 
unknown substances or exercise-induced anaphylaxis.

VIBEX® with Sumatriptan

In December 2015, we received FDA approval of our ANDA for 4 mg/0.5 mL and 6 mg/0.5 mL Sumatriptan Injection USP for 
the  acute  treatment  of  migraine  and  cluster  headache  in  adults.  The  reference  listed  drug  in  the  ANDA  was  GlaxoSmithKline’s 
Imitrex® Injection.   We have a license, supply and distribution agreement with Teva for our VIBEX® system, under which Teva will 
supply  the  drug  and  commercialize  and  distribute  the  finished  product.   We  are  currently  preparing  for  commercialization  of  the 
product.   According  to  Symphony  Health  Solutions,  the  total  U.S.  retail  anti-migraine  market  was  $5.6  billion  in  2015.  Oral  drugs 
accounted for $4.8 billion of the total, and injectable products accounted for approximately $200 million of the total market.  

There are currently seven triptans marketed in the U.S. indicated for treatment of migraine.   Five are available as generics and 
two retain patent exclusivity.  According to Catamaran, patent protection for Eletriptan (Relpax, Pfizer) will expire in December 2016, 
while patent protection for Almotriptan (Axert, Janssen) ends in June 2017.

According  to  a  survey  commissioned  by  the  National  Headache  Foundation,  migraine  affects  nearly  37  million  Americans.  
Migraine headaches are often characterized by a headache of moderate or severe intensity, nausea (the most common characteristic), 
one-sided  and/or  pulsating  quality,  aggravated  by  routine  physical  activity,  duration  of  hours  to  2-3  days;  and  an  attack  frequency 
anywhere between once a year and once a week.  Healthcare professionals frequently prescribe triptans to stop migraine attacks , such 
as  GSK’s  Imitrex  (sumatriptan)  and  Amerge  (naratriptan);  Pfizer’s  Relpax  (eletriptan),  Merck  &  Co.,  Inc.’s  (“Merck”)  Maxalt 
(rizatriptan),  Impax  Laboratories’  Zomig  (zolmitriptan),  Janssen  Pharmaceuticals’  Axert  (almotriptan),   and  Endo  Pharmaceuticals’ 
Frova (frovatriptan) to relieve acute symptoms of a migraine attack (Medco claims database study).

The majority of patients who use triptans take oral tablets.  While oral triptans have benefited many migraine sufferers, they are 
most consistently effective when taken at a relatively early stage in the migraine attack. None is as effective – and as rapid-acting as 
injectable sumatriptan in treating a migraine headache that has reached the moderate to severe level of intensity.

About 14% of triptan prescriptions are currently for injectable triptans.   Sumatriptan is the only injectable triptan approved for 
use in the U.S.   Sumatriptan is currently available in an oral formation, a nasal spray (Imitrex, GSK and generic), a needless injector 
(Sumavel, Astellas/Zogenix), and a transdermal patch (Zecuity, Teva).

8

Several manufacturers offer versions of injectable sumatriptan with a delivery device, including GSK (Imitrex StatDose), Pfizer 
(Alsuma),  ENDO  Pharmaceuticals  (Sumavel  DosePro),  and  Sun  Pharma  (generic  sumatriptan  autoinjector)  and  Dr.  Reddy’s 
Laboratories  generic  sumatriptan  auto-injector  (Zembrace  SymTouch).   Two  companies,  Par  Pharmaceutical  Companies,  Inc.  and 
Sandoz, market authorized generic versions of GSK’s Imitrex STATdose.   At least three companies, including Bedford Labs, Teva, 
and Fresenius Kabi have FDA approval to market injection sumatriptan in prefilled syringes, although we are not aware of any that 
presently market this product configuration.  Additionally, several generics manufacturers offer injectable sumatriptan in vials.

VIBEX® QuickShot® (hydroxyprogesterone caproate injection)

We have a development and license agreement with AMAG Pharmaceuticals, Inc. to develop and supply a subcutaneous auto 
injector system for use with its progestin drug Makena® (hydroxyprogesterone caproate) indicated for the prevention of preterm birth 
in women who are pregnant with one baby and who have delivered one baby too early in the past.  Currently, Makena® is administered 
by a healthcare provider intramuscularly through a 21 gauge needle.

Disposable Pen Injector with Exenatide

Our  multi  use,  disposable  pen  injector  complements  our  portfolio  of  single-use  pressure  assisted  auto  injector  devices.   The 
disposable pen injector device is designed to deliver drugs by injection through needles from multi-dose cartridges.   Our disposable 
pen injector is designed for chronic conditions such as diabetes, which require daily injection of a product.   Depending on dose, our 
pens  can  hold  up  to  thirty  days  of  drug  dosing.   We  are  planning  to  scale  up  tooling  and  molds  for  commercial  scale  production.  
Although differing from the other pressure assisted injection strategies common to the above portfolio of injection therapy, this device 
includes  a  dosing  mechanism  design  that  is  drawn  from  our  variable  dose  needle-free  technology.   We  have  signed  a  license 
agreement for an exenatide pen injector with Teva, which has an ANDA under active review at the FDA.

Exenatide, marketed as Byetta, is used along with diet and exercise to treat type 2 diabetes, a condition in which the body does 
not use insulin normally and therefore cannot control the amount of sugar in the blood.  Exenatide works by stimulating the pancreas 
to secrete insulin when blood sugar levels are high. Insulin helps move sugar from the blood into other body tissues where it is used 
for energy. Exenatide also slows the emptying of the stomach and causes a decrease in appetite. Exenatide is not used to treat type 1 
diabetes,  a  condition  in  which  the  body  does  not  produce  insulin  and  therefore  cannot  control  the  amount  of  sugar  in  the  blood. 
 Exenatide  is  not  used  instead  of  insulin  to  treat  people  with  diabetes  who  need  insulin.   Total  U.S.  sales  of  Exenatide/Byetta  by 
Astrazeneca AB (“Astrazeneca”) and Amylin Pharmaceuticals, LLC (“Amylin”) in 2015 were approximately $350 million according 
to Symphony Health Solutions. Bydureon, a long acting form of the medication Byetta, had approximately $822 million in U.S. sales 
in 2015, according to Symphony Health Solutions.

Other Injectable Drugs

Other injectable drugs that are presently self-administered and may be suitable for injection with our systems include therapies 
for  the  treatment  of  gout,  epileptic  seizure,  Alzheimer’s  Disease,  blood  clots,  multiple  sclerosis,  inflammatory  diseases,  impotence, 
infertility, AIDS and hepatitis.

We believe that many injectable drugs currently under development will be administered by self-injection once they reach the 
market. Our belief is supported by the continuing development of important chronic care products that can only be given by injection, 
the ongoing effort to reduce hospital and institutional costs by early patient release, and the gathering momentum of new classes of 
drugs that require injection.

A  partial  list  of  such  drugs  (and  their  manufacturer)  introduced  in  recent  years  that  require  self-injection  include  Cimzia® 
(UCB),  Simponi®  (Centocor  Ortho  Biotech),  Enbrel®  (Amgen,  Pfizer)  and  Humira®  (Abbvie)  for  treatment  of  rheumatoid  arthritis, 
Epogen®  and  Aranesp®  (Amgen)  for  treatment  of  anemia,  Forteo™  (Lilly)  for  treatment  of  osteoporosis,  Intron®  A  (Merck)  and 
Roferon®  (Roche)  for  hepatitis  C,  Lantus®  (Sanofi  Aventis)  and  Byetta®  (Bristol  Myers)   for  diabetes,  Rebif®  (EMD  Serono)  for 
multiple sclerosis, Copaxone® (Teva) for multiple sclerosis and Gonal-F® (EMD Serono) for fertility treatment.  

Technology and Product Platforms

We  are  leveraging  our  experience  in  device  technologies  to  enhance  the  product  performance  of  established  drugs  as  well  as 
new drugs in development. Our current portfolio includes disposable pressure assisted auto injection systems (VIBEX®), disposable 
pen injection systems and reusable needle-free injection systems.

9

Disposable (VIBEX®) Injectors

A significant challenge beyond discovery of new molecules is how to effectively deliver them by means other than conventional 
needle and syringe. The majority of these molecules have not, to date, been amenable to oral administration due to a combination of 
several factors, including breakdown in the gastrointestinal tract, fundamentally poor absorption, or high first pass liver metabolism.

Pressure assisted auto injection is a form of parenteral drug delivery that continues to gain acceptance among the medical and 
patient community. Encompassing a wide variety of sizes and designs, this technology operates by using pressure to force the drug, in 
solution or suspension, through the skin and deposits the drug into the subcutaneous tissue. We have designed disposable, pressure 
assisted auto injector devices to address acute and chronic medical needs, such as rheumatoid arthritis and psoriasis, allergic reactions, 
migraine headaches, acute pain and other undisclosed therapies.   Our proprietary VIBEX® disposable auto injector systems combine a 
spring-based power source with a shielded needle, which delivers the needed drug solution subcutaneously or intramuscularly.

In order to minimize the anxiety and perceived pain associated with injection-based technologies, the VIBEX® system features a 
triggering collar that shields the needle from view. The patented retracting collar springs back and locks in place as a protective needle 
guard after the injection, making the device safe for general disposal. In clinical studies, this device has outperformed other delivery 
methods  in  terms  of  completeness  of  injection  and  user  preference,  while  limiting  pain  and  bleeding.  A  summary  of  the  key 
competitive advantages of the VIBEX® system is provided below:

Competitive Advantages of VIBEX® Disposable Injectors













Rapid injection

Eliminates sharps disposal

Ease of use in emergencies

Reduces psychological barriers since the patient never sees the needle

Reliable subcutaneous or intramuscular injection

Designed around conventional pre-filled syringes

The primary goal of the VIBEX® disposable pressure assisted auto injector is to provide a fast, safe, and time-efficient method 
of  self-injection.  This  device  is  designed  around  conventional  single  dose  pre-filled  syringes,  which  is  a  primary  drug  container, 
offering ease of transition for potential pharmaceutical partners.  We have signed two license agreements with Teva for our VIBEX® 
system.   One  of  these  agreements  is  for  a  product  containing  epinephrine  and  the  other  is  for  sumatriptan.   We  also  developed  the 
VIBEX® auto injector system for delivery of methotrexate (OTREXUP™) for treatment of RA, pJIA and psoriasis.  

Our latest advancement in our proprietary line of VIBEX® auto injectors is the VIBEX® QS auto injector system which offers a 
dose capacity of 1 mL and greater in a compact design. VIBEX® QS is designed to enhance performance on the attributes most critical 
to patient acceptance—speed, comfort and discretion.   VIBEX® QS achieves these advancements by incorporating a novel triggering 
mechanism and space-saving spring configuration. The new design also accommodates fast injection of highly viscous drug products 
that  stall  less-powerful  conventional  auto  injectors.   Many  self-injectable  biological  agents  currently  marketed  and  in  clinical 
development are formulated to be administered in a 1 mL dose volume and tend to be of higher viscosity than non-biologic injectable 
products.   We are developing products based on the VIBEX® QS system, including the VIBEX® QS T for delivery of testosterone as 
replacement  therapy  in  men  who  have  testosterone  deficiency,  VIBEX®  QS  M  with  an  undisclosed  drug  for  treatment  of  a  CNS 
indication, and VIBEX® QS for use with the progestin hormone drug Makena® used to lower the risk of preterm birth.

Disposable Pen Injector System

Our  multi-use,  disposable  pen  injector  complements  our  portfolio  of  single-use  pressure  assisted  auto  injector  devices.   The 
disposable pen injector device is designed to deliver drugs by injection through needles from multi-dose cartridges.   Our disposable 
pen injector is designed for chronic conditions such as diabetes, which require daily injection of a product.   Depending on dose, our 
pens  can  hold  up  to  thirty  days  of  drug  dosing.   We  have  begun  to  scale  up  tooling  and  molds  for  potential  commercial  scale 
production.   Although  differing  from  the  other  pressure  assisted  injection  strategies  common  to  the  above  portfolio  of  injection 
therapy, this device includes a dosing mechanism design that is drawn from our variable dose needle-free technology.  We have signed 
a license agreement with Teva for our pen injector device for two products: an undisclosed pen device under development for use in 
U.S. and Europe, and an exenatide pen which has an ANDA under active review at the FDA.

10

Needle-Free Injectors

Needle-free  injection  combines proven delivery technology for molecules  that require parenteral  administration  with a device 
that eliminates the part of the injection that patients dislike – the needle.  Improving patient comfort through needle-free injection may 
increase  compliance  and mitigate  the problem of daily injections.  Needle-free delivery eliminates  the risk of needlestick injuries as 
well,  which  occur  frequently  in  institutions  in  the  U.S.,  and  can  result  in  disease  transmission  to  healthcare  workers.  One  of  the 
primary factors influencing development in the category of needle-free injection is the inherent problematic dependence on needles. It 
is also recognized that greater willingness to accept injection therapy could have a beneficial impact on disease outcomes.  However, 
needle-free devices may be commercially limited due to the high cost of the product and the need for consumable disposables.

Research and Development

We  conduct  clinical,  regulatory,  formulation  development,  parenteral  device  development  and  commercial  development 
activities  for  internal  and  partnered  products.   We  have  several  products  at  various  stages  of  development  as  highlighted  in  our 
“Products and Product Opportunities” schedule in the Overview section above.  Additionally, see Collaborative Arrangements and 
License  Agreements  in  this  Item  1  for  a  discussion  of  pharmaceutical  partners  that  are  developing  compounds  using  our 
technology.   For a discussion of amounts we have spent on research and development activities, see Research and Development in 
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following is a discussion of 
our significant research and development programs.

VIBEX®  QS  T  (testosterone).   We  are  developing  VIBEX®  QS  T  for  self-administered  weekly  injections  of  testosterone 

enanthate in a preservative free formulation for clinically testosterone deficient men requiring testosterone replacement therapy.

On  December  5,  2012,  we  conducted  a  pre-IND  (Investigational  New  Drug  application)  meeting  with  the  FDA  as  part  of 
preparing to initiate clinical development of VIBEX® QS T, establishing an agreed upon clinical path forward.   In September 2013, 
we announced that the first patients were dosed in a clinical study evaluating the PK profile of testosterone enanthate administered 
weekly by subcutaneous injection at doses of 50 mg and 100 mg via the VIBEX® QS T auto injector device in testosterone deficient 
adult males. The study enrolled 39 patients at nine investigative sites in the U.S.  We announced our top line results of this study in a 
press release on February 20, 2014.  We believe that the results are positive in that VIBEX® QS T treatment resulted in most patients 
achieving average levels of testosterone within the normal range from the first dose onward.   VIBEX® QS T was also safe and well 
tolerated by all dosed patients.

On November 3, 2014, we announced that the last patient had been enrolled in a double-blind, multiple-dose, phase III study 
(QST-13-003)  to  evaluate  the  efficacy  and  safety  of   VIBEX®  QS  T  administered  subcutaneously  once  each  week  to  testosterone-
deficient adult males.  Patients enrolled in this study had a documented diagnosis of hypogonadism or testosterone deficiency defined 
as having testosterone levels below 300 ng/dL.  The study includes a screening phase, a treatment titration and efficacy phase and an 
extended  treatment  phase.   One  hundred  fifty  patients  were  enrolled  in  this  study.   Patients  meeting  all  eligibility  criteria  were 
assigned to receive a starting dose of VIBEX® QS T once weekly for six weeks.   Adjustments to dose could be made at week seven 
based upon the week six pre-dose blood level.  The efficacy of VIBEX® QS T and dose adjustment to regulate testosterone levels were 
evaluated after 12 weeks of treatment.

On  February  25,  2015,  we  announced  positive  top-line  pharmacokinetic  results  that  showed  that  the  primary  endpoint  was 
achieved in QST-13-003.    The protocol for the study required that at the week 12 endpoint: (i) at least 75% of all patients’ Cavg are 
within the normal range of 300 to 1100 ng/dL, with a lower limit of a 95% 2-sided confidence interval of greater than or equal to 65%, 
(ii) at least 85% of patients’ Cmax are less than1500 ng/dL and (iii) no more than 5% of patients had a Cmax greater than 1800 ng/dL. 
The  primary  endpoint  of  the  population  that  received  one  or  more  doses  of  QS  T  was  met  by  139  out  of  150  patients,  equating  to 
92.7% with a 95% confidence interval of 87.3% to 96.3%.   Among the 137 patients that completed all 12 weeks of dosing and PK 
sampling, 98.5% were within the pre-defined range.  The top-line results are summarized in the table below.

Population/Analysis
Primary analysis* N=150
Completers N=137
Protocol-Required Outcomes

Cavg Lower
limit of the
95% 2-sided
C. I.

Cavg %   in range
300 – 1100 ng/dL
n (%)

87.3% 
94.8% 
≥65% 

139 (92.7%) 
135 (98.5%) 
75%  

Cmax <1500
ng/dL
n (%)
137 (91.3%)**   
137 (100%)

≥85%    

Cmax >1800
ng/dL
n (%)

0%
0%
≤5%

*
**

All patients with 1 or more doses, Cavg 0-168 hours post week 12 injection or last measured concentration carried forward
Patients without a Cmax determination at week 12 are assigned above 1500 ng/dL

11

 
 
 
 
 
 
 
 
 
   
   
   
   
Overall,  the  regimen  demonstrated  a  mean  (±  standard  deviation)  steady  state  concentration  of  testosterone  of  553.3  ±  127.3 

ng/dL at 12 weeks.

Participants in the study remained on QS T and were followed for an additional 40 weeks for the collection of safety data.   One 
hundred fifty patients have received at least one dose of study drug.  To date, there has been one reported death, which was caused by 
suicide, and the Company cannot rule out the role of the study drug. There was one serious adverse event (“SAE”) of hospitalization 
for worsening depression in a patient with a history of depression.   This patient received a single dose of QS T, and the investigator 
concluded that the SAE was not considered to be related to the study drug.  The Company has concluded that the single dose exposure 
makes it unlikely that the SAE was related to the study drug and more likely to be due to the patient’s history of depression and recent 
discontinuance of antidepressants.

After we initiated study QST-13-003, but before we announced positive top-line pharmacokinetic results in February 2015, we 
received  written  recommendations  from  the  FDA  related  to  our  clinical  development  program  for  QS  T.   The  recommendations 
received  were  in  response  to  various  clinical,  Chemistry,  Manufacturing  and  Controls  and  user  study  submissions  that  we  made 
through November 2014.   We believe that we had already factored many of the recommendations cited in the advice letter into the 
protocol of the ongoing QST-13-003 study and into the protocols for planned human use studies as a result of guidance provided by 
the  FDA  at  the  May  2014  Type  C  meeting.   Based  on  a  single  reported  occurrence  of  hives  in  our  phase  II  study,  the  FDA 
recommended that we create a larger safety database, including approximately 350 subjects exposed to QS T with approximately 200 
subjects exposed for six months and approximately 100 subjects exposed for a year.  We assessed the FDA’s comments in the advice 
letter and their impact on the timing of the filing of a New Drug Application (“NDA”) for QS T with the FDA.  Based on the number 
of subjects in previous studies and in the current QST-13-003 study, we concluded that we would need additional subjects exposed to 
QS T for six months.  The timing and design of the study to obtain the additional subjects and data required was determined based on 
further discussion with the FDA.    We submitted our response to the FDA’s written recommendations in early March 2015.

In May 2015, we received a written update from the FDA related to our clinical development program for QS T. We believe, 
based on the update received from the FDA, there is an agreed upon path forward for the completion of an additional study to support 
the filing of a New Drug Application for QS T.   In June 2015, we finalized and submitted the protocol for the study, and in August 
2015, we enrolled the first patients in the study, which is known as QST-15-005. The study includes a screening phase, a treatment 
titration phase and a treatment phase for evaluation of safety and tolerability assessments, including laboratory assessments, adverse 
events and injection site assessments.  The study is a dose-blind, multiple-dose, concentration controlled 26-week supplemental safety 
and pharmacokinetic study of QuickShot® Testosterone.   Patients meeting all eligibility criteria will be assigned to receive 75 mg of 
QS T once weekly for six weeks.  According to the protocol, adjustments to dose may be made at week seven based upon the week six 
Ctrough value.  QS T will be provided to clinical sites at dosage strengths of 100 mg, 75 mg and 50 mg to be utilized in dose titration.

In October 2015, we announced that the last patient in study QST-13-003 received their week 52 treatment, which marked the 
end  of  the  treatment  phase  of  this  study.   In  early  November  2015,  the  Company  also  announced  that  enrollment  was  complete  in 
study QST-15-005. At that time, 108 patients had received a dose of QS T.   Following completion of screening, 133 patients were 
dosed  with  QS  T.   The  Company  believes  that  upon  successful  completion  of  this  study  we  should  be  able  to  meet  or  exceed  the 
FDA’s recommendation for the larger safety database as discussed above.   We anticipate the last patient in the study will complete 
their final visit in the second quarter of 2016.

In addition to the clinical trial program, there is an ongoing Human Factors program to demonstrate safe and reliable at-home 
usability of QS T.  Study populations include trained and untrained subjects, including patients, non-patient caregivers and health care 
providers.   The goals of the program are to optimize and document reliable and proper administration in study subjects in the setting 
of at-home use in order to support the approvability of the product.

Device Development Projects.  We, along with our pharmaceutical partners, are engaged in research and development activities 
related to our VIBEX® disposable pressure assisted auto injectors, our QS auto injectors, and our disposable pen injectors.   We have 
signed  license  agreements  with  Teva  for  our  VIBEX®  system  for  a  product  containing  epinephrine  and  for  a  product  containing 
sumatriptan as well as for our pen injector devices for a product containing exenatide and for an undisclosed product. We also have a 
license, development and supply agreement with AMAG for our QS device containing Makena® indicated for reduced risk of preterm 
birth.  Our  pressure  assisted  auto  injectors  are  designed  to  deliver  drugs  by  injection  from  single  dose  prefilled  syringes.   The 
disposable pen injector device is designed to deliver drugs by injection through needles from multi-dose cartridges.  The development 
programs consist of determination of the device design, development of prototype tooling, production of prototype devices for testing 
and clinical studies, and development of commercial tooling and assembly.  The following is a summary of the development stage for 
the four products in development with Teva and the development stage of our product with AMAG.

12

VIBEX® with Epinephrine

We  have  designed  the  VIBEX®  device  for  a  product  containing  epinephrine  and  have  scaled  up  the  commercial  tooling  and 
molds for this product.   From a regulatory standpoint Teva filed this product as an ANDA, and the FDA accepted the filing as such.  
Currently, Teva is conducting its own development work on the drug product (epinephrine).   An amendment to the ANDA was filed 
with the FDA in December 2014.  Teva received a complete response letter on February 23, 2016 relating to its epinephrine ANDA in 
which, according to Teva, the FDA identified certain major deficiencies. Teva is evaluating the CRL and intends to submit a response. 
Due  to  the  major  nature  of  the  CRL,  Teva  expects  that  its  epinephrine  product  will  be  substantially  delayed  from  the  previously 
anticipated launch date in the second half of 2016 and that any launch will not take place before 2017.

VIBEX® with Sumatriptan

We  have  designed  the  VIBEX®  device  for  a  product  containing  sumatriptan  and  have  scaled  up  the  commercial  tooling  and 
molds for this product. In December 2015, the FDA approved our ANDA for 4 mg/0.5 mL and 6 mg/0.5 mL Sumatriptan Injection 
USP,  indicated  for  adults  for  the  acute  treatment  of  migraine  and  cluster  headache.   Sumatriptan  Injection  USP  represents  the 
Company’s first ANDA approval of a complex generic and second product approved using the VIBEX® auto injector platform.   The 
VIBEX® Sumatriptan product will be distributed under the terms of a license, supply and distribution arrangement with Teva, and is 
currently expected to be launched in 2016.

Disposable pen injector 

We previously provided clinical supplies for an undisclosed pen injector product to Teva.   From a regulatory standpoint Teva 
has conducted a bioequivalence study for the product and determined the appropriate regulatory pathway is a 505(b)(2).  The FDA has 
requested additional clinical work be conducted in support of the filing.  Teva decided to redesign the pen injector for this product and 
we completed the process of making significant design modifications.   Teva is developing this product for both Europe and the U.S. 
with  the  European  clinical/regulatory  team  leading  the  development.    In  2014,  we  completed  device  development  and  delivered 
devices for a drug stability program to support a regulatory filing.

Exenatide disposable pen injector

We have designed and produced pen injectors for the exenatide pen injector product.  Teva believes the regulatory pathway for 
this product is an ANDA pathway.  Teva initiated drug stability and completed the device development program and filed an ANDA 
with the FDA in the second half of 2013.  The ANDA was accepted by the FDA in October 2014 and is currently under FDA review.  
In December 2014, Amylin and AstraZeneca filed a complaint alleging patent infringement against Teva resulting in a thirty-month 
stay on FDA’s approval of the ANDA; the stay will expire in April 2017 unless the litigation is ended prior to that time.

The  development  timelines  of  the  auto  and  pen  injectors  related  to  the  Teva  products  are  controlled  by  Teva.   We  expect 
development  related  to  the  Teva  products  to  continue  in  2015,  but  the  timing  and  extent  of  near-term  future  development  will  be 
dependent on decisions made by Teva.

VIBEX® QS with Makena® (hydroxyprogesterone caproate injection)

We are in the process of developing a variation of our VIBEX® QuickShot® auto injector for use with the progestin hormone 
drug Makena® under a license, development and supply agreement with AMAG.   Under this arrangement, AMAG is responsible for 
the clinical development and preparation, and submission and maintenance of all regulatory applications.   We are responsible for the 
design and development of the auto-injection device.  

13

Manufacturing

We use third parties to manufacture our products and product candidates and have agreements with those third parties to provide 
those services.  We are responsible for device manufacturing and believe we are currently in compliance with current Quality System 
Regulations (“QSR”) established by the FDA and by the Medical Device Directive established by the European Commission. Injector 
and disposable parts are manufactured by third-party suppliers. Assembly and packaging of all of our products, including our needle-
free  device  for  all  of  our  partners  and  OTREXUP™,  is  performed  by  third-party  suppliers  under  our  direction.   Product  release  is 
performed by us.  Below is a summary of our production, manufacturing, assembly and packaging arrangements with third parties:













We utilize Minnesota Rubber and Plastics (“MRP”), a contract manufacturing company, to manufacture and assemble our 
needle-free devices and certain related disposable component parts for our partners Ferring and JCR.  

We  utilize  Phillips-Medisize  Corporation  (“Phillips”),  an  international  outsource  provider  of  design  and  manufacturing 
services,  to  produce  clinical  and  commercial  quantities  of  our  VIBEX®  QS  T  auto  injector  device  and  our  pen  injector 
device for the Teva exenatide pen product.  

We are working with ComDel Innovation, Inc. (“ComDel”), a provider of integrated solutions for product development, 
tooling, and manufacturing, to provide manufacturing services for the VIBEX® with sumatriptan product. 

We  have  contracted  with  Nypro  Inc.  (“Nypro”),  an  international  manufacturing  development  company  to  supply 
commercial quantities of our VIBEX® pressure assisted auto injector device in compliance with FDA QSR regulations for 
our OTREXUP™ and VIBEX® epinephrine products.  

We  have  contracted  with  Pharmascience  Inc.,  formerly  Uman  Pharma  (Montreal,  Canada)  to  supply  commercial 
quantities of methotrexate pre-filled syringes for the U.S and Canadian markets for OTREXUP™.  

We  have  contracted  with  Sharp  Corporation,  an  international  contract  packaging  company,  to  assemble  and  package 
OTREXUP™.   All of our pharmaceutical manufacturing and packaging suppliers are subject to compliance with Current 
Good Manufacturing Practices (“cGMP”).

Distribution

In  connection  with  the  launch  of  OTREXUP™  we  have  contracted  with  a  third-party  logistics  provider,  Cardinal  Health  105, 
Inc., also known as Specialty Pharmaceutical Services (“Cardinal”), for key services related to logistics, warehousing and inventory 
management,  distribution,  contract  administration  and  chargeback  processing,  accounts  receivable  management  and  call  center 
management. In addition, we will utilize third parties to perform various other services for us relating to sample accountability and 
regulatory monitoring, including adverse event reporting, safety database management and other product maintenance services.

Trade

In  connection  with  the  launch  of  OTREXUP™  we  have  contracted  with  numerous  wholesale  distributors  such  as  McKesson, 
Cardinal  and  Amerisource  Bergen  to  distribute  our  OTREXUP™  product  to  the  retail  pharmacies  as  well  as  the  Veterans 
Administration and other governmental agencies.   In addition to shipping our product, the major distributors will provide inventory 
and sales reports as well as other services.  In exchange for these services we pay fees to certain distributors based on a percentage of 
wholesale acquisition cost.

Third Party Reimbursement and Pricing

In the U.S. and elsewhere, sales of pharmaceutical products depend in significant part on the availability of reimbursement to 
the  consumer  from  third-party  payors,  such  as  government  and  private  insurance  plans.  Third-party  payors  increasingly  are 
challenging  the  prices  charged  for  medical  products  and  services  and  implementing  other  cost  containment  mechanisms.  This  is 
especially  true  in  markets  where  generic  options  exist.   It  is,  and  will  be,  time  consuming  and  expensive  for  us  to  go  through  the 
process of maintaining or seeking reimbursement to the consumer for our products from Medicaid, Medicare and private payors. Our 
products  and  those  of  our  partners  may  not  be  considered  cost  effective,  and  coverage  and  reimbursement  may  not  be  available  or 
sufficient to allow us to sell our products on a competitive and profitable basis, potentially resulting in contract changes with these 
major payors.

14

Third-party  payers  use  tiered  reimbursement  which  may  adversely  affect  demand  for  OTREXUP™  by  placing  it  in  a  more 
expensive patient co-payment tier. We cannot be certain that OTREXUP™ will successfully be placed on the list of drugs covered by 
particular  health  plan  formularies.  Additionally,  with  the  introduction  of  another  methotrexate/auto  injector,  third-party  payers  are 
currently  demanding,  and  will  most  likely  continue  to  demand  more  aggressive  contractual  terms  from  Antares  for  favorable 
formulary placement for OTREXUP™.  Some states have also created preferred drug lists and include drugs on those lists only when 
the manufacturers agree to pay a supplemental rebate. If OTREXUP™ is not included on these preferred drug lists, physicians may not 
be inclined to prescribe it to their Medicaid patients, thereby diminishing the potential market for OTREXUP™ in this market segment.

Our  partnered  products  encounter  the  same  issues  with  reimbursement  stated  above.   Although  we  do  not  control  the 
reimbursement  rate  or  discounts  contracted  with  third-party  payers  by  our  partners,  it  ultimately  affects  our  royalty  payments  on 
products such as ZOMACTON®, Elestrin® and Gelnique®.   We have encountered a widening gap between gross sales and net sales 
after discounts on both of these products which has negatively affected our royalty revenue.

Sales and Marketing

OTREXUP™

We have the worldwide marketing rights for OTREXUP™ and commercialize OTREXUP™ on our own in the U.S. We have 
an internal sales and marketing organization that includes approximately 50 employees directly involved in our commercialization and 
sales efforts.   In 2014, we had a contracted field force comprised of approximately 25 sales representatives to market the product in 
the U.S. to key rheumatology specialists. In December 2014, we terminated the contract with the contract sales organization, and in 
January  2015,  we  began  to  hire  sales  representatives  to  fill  32  territories.   We  have  entered  into  agreements  with  vendors  for 
commercialization services such as third-party contracting and distribution.  We may enter into licensing and or additional distribution 
arrangements for commercialization of our products outside the U.S.

For  a  discussion  regarding  revenues  related  to  our  products  and  services,  as  well  as  our  revenues  by  geographic  areas,  see 
Results of Operations Revenues in Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Note 10 to the 
Consolidated Financial Statements.

Collaborative Arrangements and License Agreements

The following table describes existing pharmaceutical and device relationships and license agreements:

Partner
Ferring

Ferring

Ferring

JCR 

Teva 

Teva 

Teva 

Teva 

Actavis

Meda 

Ferring

AMAG

Drug
hGH (ZOMACTON®)
(4 mg formulation)

hGH (ZOMACTON®)
(10 mg formulation)

hGH (ZOMACTON®) 
5 mg, 10 mg

hGH

Epinephrine

Sumatriptan

Undisclosed Product

Exenatide

Oxybutynin

Estradiol

Market Segment
Growth Retardation
(Europe, Asia Pacific)

Growth Retardation
(Europe, Asia Pacific)

Growth Retardation 
(United States)

Growth Retardation (Japan)

Product
Needle Free
ZOMA-Jet™ 2 Vision

Needle Free
ZOMA-Jet™ Vision X

Needle Free ZOMA-Jet™

Needle Free Twin-Jector® 
EZ II

Anaphylaxis (U.S. and Canada)

VIBEX® Auto Injector 

Migraines (U.S. and Canada)

VIBEX® Auto Injector 

Undisclosed (North America, Europe & 
others)

Pen Injector 

Diabetes (North America, Europe & others)

Pen Injector 

OAB (United States)

Hormone replacement therapy 
(North America, other countries)

Gelnique 3%

Elestrin® Gel

Undisclosed

Undisclosed (Worldwide)

Transdermal Gel

Makena® 
(Hydroxyprogesterone caproate)

Maternal Health (Worldwide)

VIBEX® QS Auto Injector

15

 
The  table  above  summarizes  agreements  under  which  our  partners  are  selling  products,  conducting  clinical  evaluation,  and 
performing development of our products. For competitive reasons, our partners may not divulge their name, the product name or the 
exact stage of clinical development.

In  June  2000,  we  granted  an  exclusive  license  to  BioSante  (now  ANI)  to  develop  and  commercialize  our  gel  technology 
products  for  use  in  hormone  replacement  therapy  in  North  America  and  other  countries.   ANI  paid  us  an  upfront  payment  upon 
execution of the agreement and is also required to make royalty payments to us on commercial sales of the products.   Currently we 
expect that Elestrin®, which is sublicensed by Meda, will be the only product commercialized under this license agreement.

In January 2003, we entered into a revised License Agreement with Ferring, under which we licensed certain of our intellectual 
property and extended the territories available to Ferring for use of certain of our reusable needle-free injection devices to include all 
countries  and  territories  in  the  world  except  Asia/Pacific.  Specifically,  we  granted  to  Ferring  an  exclusive,  royalty-bearing  license, 
within a prescribed manufacturing territory, to utilize certain of our reusable needle-free injector devices for the field of hGH until the 
expiration of the last to expire of the patents in any country in the territory. We granted to Ferring similar non-exclusive rights outside 
of the prescribed manufacturing territory.  In 2007, we amended this agreement providing for non-exclusive rights in Asia along with 
other changes to financial terms of the agreement.   We receive a purchase price and a royalty for each device sold to Ferring and a 
royalty on their hGH sales if we meet certain product quality metrics.

We have an agreement with JCR through 2016 under which they will continue to market our needle free injector in Japan for 
use with their hGH product Growject®.  We receive a negotiated purchase price for each device sold, as well as royalties on JCR’s net 
sales of hGH. We have the option to renew the agreement in 2016.

In July 2006, we entered into an exclusive License Development and Supply Agreement with Teva. Pursuant to the agreement, 
Teva is obligated to purchase all of its delivery device requirements from us for an epinephrine auto injector product to be marketed in 
the U.S. and Canada. We received an upfront cash payment and will receive a negotiated purchase price for each device sold, as well 
as  royalties  on  sales  of  their  product.   This  agreement  has  been  amended  numerous  times  and  provides  for  payment  of  capital 
equipment and other development work that was outside the scope of the original agreement.   The agreement will continue until the 
later  of  July  2016  or  the  expiration  of  the  last  to  expire  patent  that  is  filed  no  later  than  12  months  after  FDA  approval.   We  have 
multiple patents that have been granted by the USPTO which cover this product and expire in 2031.  We have and plan to continue to 
file patent applications covering this product.

In September 2006, we entered into a Supply Agreement with Teva.   Pursuant to the agreement, Teva is obligated to purchase 
all of its delivery device requirements from us for hGH marketed in the U.S. We received an upfront cash payment and have received 
milestone fees and royalty payments on Teva’s net sales of hGH, as well as a purchase price for each device sold.  The original term 
of this agreement extended through September 2013.   In May 2013, the agreement was amended to provide for one-year automatic 
renewals unless terminated by either party six months ahead of the expiring term.  In December 2014, Ferring acquired the U.S. rights 
from Teva and assumed Teva’s obligations under the Supply Agreement.

In December 2007, we entered into a license, development and supply agreement with Teva under which we will develop and 
supply a disposable pen injector for use with exenatide and an undisclosed patient-administered pharmaceutical product.   Under the 
agreement,  an  upfront  payment,  development  milestones,  and  royalties  on  product  sales  are  to  be  received  by  us  under  certain 
circumstances.  In January 2011, this agreement was amended to provide payments to us for capital equipment and other development 
work.   In  2015,  2014,  and  2013,  statements  of  work  in  connection  with  continued  development  of  these  two  products  were  agreed 
upon, providing additional payments to us.  This agreement will continue until the later of December 2017 or the expiration date of the 
last to expire patent covering the device or product that is filed no later than 12 months after FDA approval, and will be automatically 
renewed for successive periods of two years each.  Currently the expiration date of the last to expire patent is 2029, and we have filed 
patent applications that, if granted, would expire in 2034 and 2035.

In November 2009, we entered into a license agreement with Ferring under which we licensed certain of our patents and agreed 
to transfer know-how for our transdermal gel technology for certain pharmaceutical products.   Under this agreement, we received an 
upfront  payment,  milestone  payments  and  will  receive  additional  milestone  payments  as  certain  defined  product  development 
milestones are achieved.  The agreement is effective until the last to expire patent.

In July 2011, we entered into a licensing agreement with Actavis, formerly Watson, under which Actavis will commercialize 
our oxybutynin gel 3% product in the U.S. and Canada.  Under this agreement we received payments for certain manufacturing start-
up  activities,  delivery  of  launch  quantities,  and  royalties  on  both  our  oxybutynin  gel  3%  product  and  their  oxybutynin  gel  product 
Gelnique® 10%, and will potentially receive sales based milestone payments.   The term of the agreement ends on the later of April 
2024 or the expiration date of the last to expire patent.

16

In  December  2011,  we  entered  into  a  licensing  agreement  with  Pfizer  Consumer  Healthcare  (“Pfizer”)  for  one  of  our  drug 
delivery technologies to develop an undisclosed product on an exclusive basis for North America.  On October 5, 2015, we received a 
written notice of termination of the Agreement from Pfizer.  Accordingly, the Agreement terminated on November 5, 2015.

In  November  2012,  we  entered  into  a  license,  supply  and  distribution  agreement  with  Teva  for  an  auto  injector  product 
containing sumatriptan for the treatment of migraines.   We will manufacture the device and do final assembly and packaging of the 
final product, and Teva will manufacture and supply the drug and will commercialize and distribute the product in the U.S.  Teva also 
received an option for rights in other territories.   Under the agreement, we received an upfront payment and will receive a milestone 
payment  upon commercial  launch.   In addition, net profits  will be split  50/50 between  us and Teva.   The  term  of the agreement  is 
seven years from commercial launch, with automatic one-year renewals unless terminated by either party after the initial term.

In November 2013, we entered into a promotion and license agreement with LEO Pharma.   Under this agreement we granted 
LEO Pharma the exclusive right to promote OTREXUP™ to dermatologists for symptomatic control of severe recalcitrant psoriasis in 
adults in the U.S.   LEO Pharma is responsible for promotion and marketing activities in dermatology and we are responsible for the 
supply of OTREXUP™ product and samples.   We received from LEO Pharma a non-refundable upfront payment of $5.0 million and 
received a second milestone payment of $5.0 million upon launch of the product and meeting other performance obligations in March 
2014.  The agreement was terminated in June 2015 and we regained the exclusive U.S. marketing rights to OTREXUP™.

In September 2014, we entered into a development and license agreement with Lumara Health, Inc., which was subsequently 
acquired  by  AMAG,  to  develop  and  supply  an  auto  injector  system  for  use  with  a  progestin  drug  (hydroxyprogesterone  caproate) 
indicated for the prevention of pre-term labor in pregnant women.  Under the agreement, we granted an exclusive, worldwide, royalty-
bearing license, with the right to sublicense, to certain intellectual property rights, including know-how, patents and trademarks, and 
received  an  upfront  payment  for  our  license  and  development  activities.   We  are  also  entitled  to  milestone  payments  upon  the 
achievement of pre-determined amount of net sales of the product.

AMAG is responsible for the clinical development and preparation, submission and maintenance of all regulatory applications, 
to manufacture and supply the drug to be used in the product, and to market, distribute and sell the product.   We are the exclusive 
supplier of the auto-injection system devices for the product and are responsible for the manufacture and supply of the devices and 
final assembly and packaging of the finished product.  Under the arrangement, we will receive payment for each device, and royalties 
based  on  the  net  sales  of  products  commencing  on  product  launch  in  a  particular  country  until  the  product  is  no  longer  developed, 
marketed, sold or offered for sale in such country. The royalty rates range from high single digit to low double digits and are tiered 
based on levels of net sales of products and decrease after the expiration of licensed patents or where there are generic equivalents to 
the auto injector product being sold in a particular country.

Competition

Competition in the methotrexate market includes tablets and parenteral forms that are currently marketed in the U.S. by several 
generic manufacturers, including Teva, Mylan, Roxane, Bedford Labs, APP Pharmaceuticals, and Hospira and Accord Healthcare.  In 
several European countries, Canada, and South Korea, Medac International or its licensees market methotrexate in prefilled syringes 
(Metoject®) and in 2013 launched an auto injector with methotrexate in those territories.  On July 14, 2014, Medac Pharma, a privately 
held pharmaceutical company, announced FDA approval of an NDA for their product candidate, Rasuvo™, a subcutaneous injectable 
methotrexate in a ready-to-use injection device for use in the treatment of rheumatoid arthritis, poly-articular course juvenile arthritis 
and psoriasis.   The product was subsequently launched on October 6, 2014 and is available in 10 dosage strengths, ranging from 7.5 
mg to 30 mg in 2.5 mg increments.  Other commonly used pharmaceutical treatments for rheumatoid arthritis include analgesics, non-
steroidal  anti-inflammatory  drugs  (NSAIDs),  corticosteroids,  so-called  disease  modifying  anti-rheumatic  drugs  (DMARDs)  and 
biologic  response  modifiers.   In  addition  to  methotrexate,  the  DMARDs  include  azathioprine  (Imuran®),  cyclosporine  (Neoral®), 
hydroxychloroquine (Plaquenil®), auranofin (Ridura®), leflunomide (Arava®) and sulfasalazine (Azulfidine®).   The biologic response 
modifiers  include  etanercept  (Enbrel®),  adalimumab  (Humira®),  golimumab  (Simponi®),  tocilizumab  (Actemra®),  certolizumab 
(Cimzia®),  infliximab  (Remicaid®),  abatacept  (Orencia®),  and  rituximab  (Rituxan®).  They  are  often  prescribed  in  combination  with 
DMARDs such as methotrexate. 

Competition in the U.S. testosterone replacement market includes Abbvie’s Androgel® and Androgel® 1.62%,  Lilly’s Axiron®, 
Endo  Pharmaceuticals’  Fortesta®,   Delatestryl®,  Testim®(and  the  authorized  generic),  Striant®  and  Testopel®,  Pfizer’s  Depo®-
Testosterone,  Actavis’  Androderm®,  Upsher-Smith’s  Vogelxo™  and  several  generic  testosterone  in  oil  products  sold  by  Actavis, 
Sandoz, Mylan, Bedford Labs, Teva and others.     In addition, at least three additional oral treatments for low testosterone levels are 
either  in  development  or  under  active  review  at  the  FDA.  Clarus  Therapeutics  is  developing  an  oral  formulation  of  testosterone 
undecanoate, Rextoro™ and Lipocine is also developing an oral formulation of testosterone undecanoate.   Repros Therapeutics, Inc. 
submitted an NDA to the FDA on February 2, 2015 for Androxal®, a single isomer of clomiphene citrate under development for the 
treatment  of  secondary  hypogonadism  in  overweight  men  wishing  to  restore  normal  testicular  function,  and  received  a  complete 
response letter in November 2015.  In 2014, Endo Pharmaceuticals received U.S. FDA approval of testosterone undecanoate injection, 

17

Aveed™.   Endo  Pharmaceuticals  licensed  testosterone  undecanoate  injection  from  Bayer,  which  markets  the  product  as  Nebido®  in 
Europe  and  elsewhere.   Acerus  Pharmaceuticals,  formerly  known  as  Trimel  Pharmaceuticals,  received  U.S.  FDA  approval  of 
Natesto™,  an  intra-nasal  testosterone  formulation  in  2014.   Endo  Pharmaceuticals  subsequently  acquired  the  exclusive  commercial 
rights to the Natesto™ product in the U.S. and Mexico, and terminated the agreement effective June 30, 2016.

Competition  in  the  hGH  market  consists  of  products  from  several  manufacturers,  including  Humatrope  (Lilly),  Norditropin 
(NovoNordisk),  Genotropin  (Pfizer),  Nutropin  (Roche/Genentech),  Omnitrope  (Sandoz),  Serostim  (EMD  Serono),  Saizen  (EMD 
Serono),  and  Zorptive  (EMD  Serono).   While  all  hGH  products  currently  available  in  the  U.S.  are  exclusively  produced  from 
recombinant technology in the form of somatropin, individual hGH products vary in the indications for which they are approved, the 
formulations (ready-to-use liquids and lyophyllized powder for reconstitution), strengths, and drug delivery systems (e.g., vials for use 
with  conventional  needle  and  syringe,  pre-filled  syringes,  pens,  needle-free  auto  injectors)  in  which  they  are  available.   Approved 
indications include growth hormone deficiency in children, Turner’s syndrome, Prader-Willi syndrome, Noonan syndrome, small for 
gestational  age,  growth  delay  in  children  with  chronic  renal  failure  and  SHOX  (short  stature  homeobox-containing  gene)  gene 
deletion.  Approved indications in adults includes growth hormone deficiency in adults, continuation of therapy from growth hormone 
deficiency in childhood, treatment of AIDS wasting, and treatment of short bowel syndrome. Different manufacturers’ hGH products 
may or may not be approved for one or more of the indicated uses, which, along with differences in formulation, available strengths, 
drug delivery devices, promotional activities, and price discounts and rebates all combine to form a highly complex and competitive 
hGH market.

Competition  in  the  disposable,  single-use  injector  market  includes,  but  is  not  limited  to,  Ypsomed  AG,  SHL  Group  AB, 
OwenMumford  Ltd.,  West  Pharmaceuticals,  Becton  Dickinson,  Haselmeir  GmbH,  Elcam  Medical  and  Vetter  Pharma,  while 
competition  in  the  reusable  needle-free  injector  market  includes  Bioject  Medical  Technologies  Inc.  and  The  Medical  House  PLC.  
Additionally, in the drug injection field we face competition from internal groups within large pharmaceutical companies as well as 
design houses which complete the design of devices for companies but do not have manufacturing management capabilities.

Competition in the injectable drug delivery market is intensifying. We face competition from traditional needles and syringes as 
well as newer pen-like and sheathed needle syringes and other injection systems as well as alternative drug delivery methods including 
oral,  transdermal  and  pulmonary  delivery  systems.  Nevertheless,  the  majority  of  injections  are  still  currently  administered  using 
needles. Because injections are typically only used when other drug delivery methods are not feasible, the auto injector systems may 
be  made  obsolete  by  the  development  or  introduction  of  drugs  or  drug  delivery  methods  which  do  not  require  injection  for  the 
treatment  of  conditions  we  have  currently  targeted.  In  addition,  because  we  intend  to,  at  least  in  part,  enter  into  collaborative 
arrangements  with  pharmaceutical  companies,  our  competitive  position  will  depend  upon  the  competitive  position  of  the 
pharmaceutical company with which we collaborate for each drug application.

Industry Trends

Based upon our experience in the healthcare industry, we believe the following significant trends in healthcare have important 

implications for the growth of our business.

Major pharmaceutical companies market directly to consumers and encourage the use of innovative, user-friendly drug delivery 
systems,  offering  patients  an  ability  to  self-inject  products  at  home.  We  believe  the  patient-friendly  attributes  of  our  injection 
technologies meet these market needs.

Many  drugs,  including  selected  protein  biopharmaceuticals,  are  degraded  in  the  gastrointestinal  tract  and  may  only  be 
administered  through  the  skin  by  injection.   Injection,  therefore,  remains  the  mainstay  of  protein  delivery.  The  growing  number  of 
protein  biopharmaceuticals  requiring  injection  may  have  limited  commercial  potential  if  patient  compliance  with  conventional 
injection treatment is not optimal.

The failure to take all prescribed injections can lead to increased health complications for the patient, decreased drug sales for 
pharmaceutical  companies,  and  increased  societal  healthcare  costs.  In  addition,  it  is  becoming  increasingly  recognized  that 
conventional  needles  and  syringes  are  inherently  unreliable,  difficult  to  use  for  patients  with  limitations  in  manual  dexterity,  use-
training  sensitive,  and  require  special  and  often  costly  disposal  methods.   Industry  expectations  are  that  improvements  in  protein 
delivery methods such as our injector systems will continue to be accepted by the market.  In addition to the increase in the number of 
drugs  requiring  self-injection,  recommended  changes  in  the  frequency  of  injections  may  contribute  to  an  increase  in  the  number  of 
self-injections.

18

In  March  2010,  Congress  passed  the  Biologics  Price  Competition  and  Innovation  Act  as  part  of  the  Patient  Protection  and 
Affordable Care Act.  This legislation creates a pathway for regulatory approval, authorizing the FDA to establish criteria for review 
and  approval  of  “biosimilar”  and  “interchangeable”  biological  products  that  are  similar  to  the  innovator  biologic  after  patent  and 
exclusivity  expiration  of  the  innovator  product.  The  approval  of  biosimilar  products  is  intended  to  reduce  the  cost  of  biological 
products  by  increasing  competition  just  as  the  Hatch-Waxman  legislation  did  by  creating  an  abbreviated  pathway  for  approval  of 
generic  drugs.   In  order  to  differentiate  between  different  versions  of  similar  biologic  agents,  novel  patented  delivery  systems  are 
becoming more important to extend product proprietary position as well as secure patient preference.

Furthermore,  patented  pharmaceutical  products  continue  to  be  challenged  by  generic  companies  once  substantial  proprietary 
sales  are  generated.   All  of  our  proprietary  device  systems  provide  pharmaceutical  companies  with  the  opportunity  to  protect  and 
extend the life of a product.

When a drug loses patent protection, the branded version of the drug typically faces competition from generic alternatives.  It 
may  be  possible  to  preserve  market  share  by  altering  the  delivery  method.   We  expect  branded  and  specialty  pharmaceutical 
companies  will  continue  to  seek  differentiating  device  characteristics  to  defend  against  generic  competition  and  to  optimize 
convenience  to  patients.  The  new  device  may  offer  therapeutic  advantages,  convenience  or  improved  dosing  schedules.  Major 
pharmaceutical companies now focus on life cycle management of their products to maximize return on investment and often consider 
phased product improvement opportunities to maintain competitiveness.

Recently a trend has emerged where companies are now focusing on “branded generics” wherein an established drug is coupled 
with  a  device  technology  in  order  to  improve  the  drug  utility  to  the  patient  or  improve  the  ease  of  use  of  an  injectable  drug.   This 
concept  is  the  basis  of  our  OTREXUP™  and  VIBEX®  QS  T  products  and  potentially  provides  the  pharmaceutical  company  a  high 
value branded product.

Our device platforms work well in the generic marketplace, the opposite end of the branded strategy.  There are a large number 
of injectable branded products losing patent protection in the near term which will be or have been subject to the ANDA pathway.  
Three  of  our  potential  products  with  our  partner  Teva  (epinephrine,  sumatriptan  and  exenatide  in  our  pen  technology)  are  being 
developed as generic substitutes to the branded products.  Unlike branded products which need to be detailed to a physician by a sales 
force, a generic product with an AB rating is substituted at the pharmacy in lieu of the branded product affording a potentially low 
cost, high penetration generic product.  Our device platform allows for device customization which can provide multiple opportunities 
in the generic market space.

Recent trends in the pharmaceutical industry include merger and acquisition activity leading to further market consolidation.  In 
many cases, the resulting pharmaceutical companies are bigger and have more financial, technical and market strength and resources 
increasing competitive pressure in the industry.

Seasonality of Business

We do not believe our business, either device or pharmaceutical, is subject to seasonality.  We are subject to and affected by the 
business practices of our pharmaceutical/device partners.  Inventory practices, such as safety stock levels, of our partners may subject 
us to product sales fluctuations quarter to quarter or year over year.  Additionally, development revenue we derive from our partners is 
subject to fluctuation based on the number of programs being conducted by our partners as well as delays or lack of funding for those 
programs.

Proprietary Rights

When appropriate, we actively seek protection for our products and proprietary information by means of U.S. and international 
patents  and  trademarks.   We  currently  hold  numerous  patents  and  numerous  additional  patent  applications  pending  in  the  U.S.  and 
other countries.  Our patents have expiration dates ranging from 2017 to 2034. In addition to issued patents and patent applications, we 
are also protected by trade secrets in all of our technologies.

Some of our technology is developed on our behalf by independent outside contractors. To protect the rights of our proprietary 
know-how and technology, Company policy requires all employees and consultants with access to proprietary information to execute 
confidentiality agreements prohibiting the disclosure of confidential information to anyone outside the Company. These agreements 
also  require  disclosure  and  assignment  to  us  of  discoveries  and  inventions  made  by  such  individuals  while  devoted  to  Company-
sponsored  activities.  Companies  with  which  we  have  entered  into  development  agreements  have  the  right  to  certain  technology 
developed in connection with such agreements.

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Government Regulation

Any  potential  products  discovered,  developed  and  manufactured  by  us  or  our  collaborative  partners  must  comply  with 
comprehensive regulation by the FDA in the U.S. and by comparable authorities in other countries. These national agencies and other 
federal,  state,  and  local  entities  regulate,  among  other  things,  the  pre-clinical  and  clinical  testing,  safety,  effectiveness,  approval, 
manufacturing operations, quality, labeling, distribution, marketing, export, storage, record keeping, event reporting, advertising and 
promotion of pharmaceutical products and medical devices. Facilities and certain company records are also subject to inspections by 
the FDA and comparable authorities or their representatives. The FDA has broad discretion in enforcing the Federal Food, Drug and 
Cosmetic  Act  (“FD&C  Act”)  and  the  regulations  thereunder,  and  noncompliance  can  result  in  a  variety  of  regulatory  enforcement 
actions  ranging  from  warning  letters,  product  detentions,  device  alerts  or  field  corrections  to  mandatory  recalls,  seizures, 
manufacturing shut downs, quarantines, injunctive actions and civil or criminal actions or penalties.

Drug Approval Process

Pharmaceutical-based  products  or  drug  delivery  technologies  indicated  for  the  treatment  of  systemic  or  local  treatments 
respectively  are  regulated  by  the  FDA  in  the  U.S.  and  other  similar  regulatory  agencies  in  other  countries  as  drug  products.  Drug-
delivery  based  products  are  considered  to  be  controlled-release  dosage  forms  and  may  not  be  marketed  in  the  U.S.  until  they  have 
been demonstrated to be safe and effective. The regulatory approval routes for products include the filing of an NDA for new drugs, 
new indications of approved drugs or new dosage forms of approved drugs. Alternatively, these dosage forms can obtain marketing 
approval as a filing under Section 505(b)(2) of the FD&C Act where there is an acceptable reference or as a generic product by the 
filing  of  an  ANDA,  providing  the  new  generic  product  is  bioequivalent  to  and  has  the  same  labeling  as  a  comparable  approved 
product.  The combination of the drug, its dosage form and label claims, and differences, if any, from the reference product and FDA 
requirements will ultimately determine which regulatory approval route will be required.

The  process  required  by  the  FDA  before  a  new  drug  (pharmaceutical  product)  or  a  new  route  of  administration  of  a 

pharmaceutical product may be approved for marketing in the U.S. generally involves:













pre-clinical laboratory and animal tests;

submission to the FDA of an IND application, which must be in effect before clinical trials may begin;

adequate  and  well  controlled  human  clinical  trials  to  establish  the  safety  and  efficacy  of  the  drug  for  its  intended 
indication(s);

FDA compliance inspection and/or clearance of all manufacturers and facilities;

submission to the FDA of an NDA; and

FDA review of the NDA or product license application in order to determine, among other things, whether the drug is safe 
and effective for its intended uses.

Pre-clinical  tests  include  laboratory  evaluation  of  product  chemistry  and  formulation,  as  well  as  animal  studies,  to  assess  the 
potential  safety  and  efficacy  of  the  product.  Certain  pre-clinical  tests  must  comply  with  FDA  regulations  regarding  current  good 
laboratory practices. The results of the pre-clinical tests are submitted to the FDA as part of an IND, to support human clinical trials 
and are reviewed by the FDA, with patient safety as the primary objective, prior to the IND commencement of human clinical trials.

Clinical trials are conducted according to protocols that detail matters such as a description of the condition to be treated, the 
objectives of the study, a description of the patient population eligible for the study and the parameters to be used to monitor safety 
and efficacy. Each protocol must be submitted to the FDA as part of the IND. Protocols must be conducted in accordance with FDA 
regulations concerning good clinical practices to ensure the quality and integrity of clinical trial results and data. Failure to adhere to 
good clinical practices and the protocols may result in FDA rejection of clinical trial results and data, and may delay or prevent the 
FDA from approving the drug for commercial use.

Clinical trials are typically conducted in three sequential phases, which may overlap. During phase I, when the drug is initially 
given to human subjects, the product is tested for safety, dosage tolerance, absorption, distribution, metabolism and excretion. Phase I 
studies are often conducted with healthy volunteers depending on the drug being tested.  Phase II involves studies in a limited patient 
population, typically patients with the conditions needing treatment, to evaluate preliminarily the efficacy of the product for specific, 
targeted indications; determine dosage tolerance and optimal dosage; and identify possible adverse effects and safety risks.

20

Pivotal  or  phase  III  adequate  and  well-controlled  trials  are  undertaken  in  order  to  evaluate  efficacy  and  safety  in  a 
comprehensive fashion within an expanded patient population for the purpose of registering the new drug. The FDA may suspend or 
terminate clinical trials at any point in this process if it concludes that patients are being exposed to an unacceptable health risk or if 
they  decide  it  is  unethical  to  continue  the  study.  Results  of  pre-clinical  and  clinical  trials  must  be  summarized  in  comprehensive 
reports for the FDA. In addition, the results of phase III studies are subject to rigorous statistical analyses. This data may be presented 
in accordance with the guidelines for the International Committee of Harmonization that can facilitate registration in the U.S., the EU 
and Japan.

FDA approval of our own and our collaborators’ products is required before the products may be commercialized in the U.S. 
FDA approval of an NDA will be based, among other factors, on the comprehensive reporting of clinical data, risk/benefit analysis, 
animal studies and manufacturing processes and facilities. The process of obtaining NDA approvals from the FDA can be costly and 
time consuming and may be affected by unanticipated delays.

An  sNDA  is  a  submission  to  an  existing  NDA  that  provides  for  changes  to  the  NDA  and  therefore  requires  FDA  approval.  
Changes to the NDA that require FDA approval relate to the active ingredients, the drug product and/or the labeling, or significant 
manufacturing changes. A supplement is required to fully describe the change.

Both before and after market approval is obtained, a product, its manufacturer and the holder of the NDA for the product, are 
subject to comprehensive regulatory oversight. Violations of regulatory requirements at any stage, including after approval, may result 
in various adverse consequences, including the FDA’s delay in approving or refusal to approve a product, withdrawal of an approved 
product  from  the  market  and  the  imposition  of  criminal  penalties  against  the  manufacturer  and  NDA  holder.  In  addition,  later 
discovery  of  previously  unknown  problems  may  result  in  restrictions  on  the  product,  manufacturer  or  NDA  holder,  including 
withdrawal  of  the  product  from  the  market.  Furthermore,  new  government  requirements  may  be  established  that  could  delay  or 
prevent  regulatory  approval  of  our  products  under  development.   For  example,  on  March  3,  2015,  FDA  announced  that  FDA  is 
requiring labeling changes for all prescription testosterone products to reflect the possible increased risk of heart attacks and strokes 
associated with testosterone use.  FDA also stated that health care professionals should make patients aware of this possible risk when 
deciding  whether  to  start  or  continue  a  patient  on  testosterone  therapy.  FDA  also  announced  that  it  is  requiring  manufacturers  of 
approved testosterone products to conduct a well-designed clinical trial to more clearly address the question of whether an increased 
risk of heart attack or stroke exists among users of these products. We do not know how or whether these requirements will impact our 
clinical development program for QS T.

FDA approval is required before a generic drug equivalent can be marketed. We seek approval for such products by submitting 
an ANDA or 505(b)(2) to the FDA. When processing an ANDA, the FDA waives the requirement  of conducting complete clinical 
studies, although it normally requires bioavailability and/or bioequivalence studies. “Bioavailability” indicates the extent of absorption 
of  a  drug  product  in  the  blood  stream.  “Bioequivalence”  indicates  that  the  active  drug  substance  that  is  the  subject  of  the  ANDA 
submission is equivalent to the previously approved drug. An ANDA may be submitted for a drug on the basis that it is the equivalent 
of a previously approved drug or, in the case of a new dosage form, is suitable for use for the indications specified.

The timing of final FDA approval of an ANDA depends on a variety of factors, including whether the applicant challenges any 
listed patents for the drug and whether the brand-name manufacturer is entitled to one or more statutory exclusivity periods, during 
which  the  FDA  may  be  prohibited  from  accepting  applications  for,  or  approving,  generic  products.  In  certain  circumstances,  a 
regulatory  exclusivity  period  can  extend  beyond  the  life  of  a  patent,  and  thus  block  ANDAs  from  being  approved  on  the  patent 
expiration date. For example, in certain circumstances the FDA may extend the exclusivity of a product by six months past the date of 
patent expiry if the manufacturer undertakes studies on the effect of their product in children, a so-called pediatric extension.

Before approving a product, either through the NDA or ANDA route, the FDA also requires that our procedures and operations 
or those of our contracted manufacturer conform to cGMP regulations, relating to good manufacturing practices as defined in the U.S. 
Code  of  Federal  Regulations.  We  and  our  contracted  manufacturer  must  follow  the  cGMP  regulations  at  all  times  during  the 
manufacture  of  our  products.  We  will  continue  to  spend  significant  time,  money  and  effort  in  the  areas  of  production  and  quality 
testing to help ensure full compliance  with cGMP regulations  and continued marketing of our products now or in the future.   New 
track  and  trace  requirements  became  effective  in  January  2015,  will  be  implemented  over  a  ten-year  period,  and  will  require  new 
systems to track the distribution of drug products.

If the FDA believes a company is not in compliance with cGMP, sanctions may be imposed upon that company including:

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withholding from the company new drug approvals as well as approvals for supplemental changes to existing applications;

preventing the company from receiving the necessary export licenses to export its products; and

classifying  the  company  as  an  “unacceptable  supplier”  and  thereby  disqualifying  the  company  from  selling  products  to 
federal agencies.

21

Device Approval Process

Drug delivery systems such as our injectors can also be evaluated as part of the drug approval process such as an NDA, sNDA, 
ANDA, 505(b)(2) or a Biologic Product License Application. Combination drug/device products raise unique scientific, technical and 
regulatory issues. The FDA has established an Office of Combination Products (“OCP”) to address the challenges associated with the 
review  and  regulation  of  combination  products.  The  OCP  assists  in  determining  strategies  for  the  approval  of  drug/delivery 
combinations and assuring agreement within the FDA on review responsibilities.  The device specific information is filed with FDA as 
part of the drug approval submission or it may be filed separately in the form of a device master file, also known as the master access 
file (“MAF”).   In most cases,  the device specific  information  may need to be filed as part of the drug approval submission,  and in 
those cases we will seek agreement from the Agency for review of the device portion of the submission by the Center for Devices and 
Radiological Health under the medical device provisions of the law.

An MAF filing typically supports a regulatory filing in the approval pathway.   Where common data elements may be part of 
several submissions for regulatory approval, as in the case of information supporting an injection system; an MAF filing with the FDA 
may be the preferred route.  A delivery device that is considered a product only when combined with a drug, and where such a device 
is applicable to a variety of drugs, represents another opportunity for such a filing.   We intend to pursue such strategies as permitted 
by the law and as directed by the FDA either through guidance documents or discussions.

Development of a device with a previously unapproved new drug likely will be handled as part of the NDA for the new drug 
itself. Under these circumstances, the device component will be handled as a drug accessory and will be approved, if ever, only when 
the NDA itself is approved. Our injectors may be required to be approved as a combination drug/device product under an sNDA for 
use  with  previously  approved  drugs.  Under  these  circumstances,  our  device  could  be  used  with  the  drug  only  if  and  when  the 
supplemental NDA is approved for this purpose. It is possible that, for some or even all drugs, the FDA may take the position that a 
drug-specific approval must be obtained through a full NDA or supplemental NDA before the device may be packaged and sold in 
combination with a particular drug.

To the extent that our injectors are packaged with the drug, as part of a drug delivery system, the entire package will be subject 
to  the  requirements  for  drug/device  combination  products.  These  include  drug  manufacturing  requirements,  drug  adverse  reaction 
reporting requirements, and all of the restrictions that apply to drug labeling and advertising. In general, the drug requirements under 
the FD&C Act are more onerous than medical device requirements. These requirements could have a substantial adverse impact on 
our ability to commercialize our products and our operations.

The FD&C Act also regulates quality control and manufacturing procedures by requiring that we and our contract manufacturers 
demonstrate  compliance  with  the  current  QSR.  The  FDA’s  interpretation  and  enforcement  of  these  requirements  have  been 
increasingly strict in recent years and seem likely to be even more stringent in the future. The FDA monitors compliance with these 
requirements  by  requiring  manufacturers  to  register  with  the  FDA  and  by  conducting  periodic  FDA  inspections  of  manufacturing 
facilities. If the inspector observes conditions that might violate the QSR, the manufacturer must correct those conditions or explain 
them satisfactorily. Failure to adhere to QSR requirements would cause the devices produced to be considered in violation of the FDA 
Act and subject to FDA enforcement action that might include physical removal of the devices from the marketplace.

The FDA’s Medical Device Reporting regulation requires companies to provide information to the FDA on the occurrence of 
any death or serious injuries alleged to have been associated with the use of their products, as well as any product malfunction that 
would likely cause or contribute to a death or serious injury if the malfunction were to recur. FDA also requires reporting of recalls 
and other field actions taken to reduce a risk to health or to remedy a violation caused by a device that may present a risk to health.  In 
addition, FDA regulations prohibit a device from being marketed for unapproved or uncleared indications. If the FDA believes that a 
company is not in compliance with these regulations, it could institute proceedings to detain or seize company products, issue a recall, 
seek injunctive relief or assess civil and criminal penalties against the company or its executive officers, directors or employees.

In addition to regulations enforced by the FDA, we must also comply with regulations under the Occupational Safety and Health 
Act,  the  Environmental  Protection  Act,  the  Toxic  Substances  Control  Act,  the  Resource  Conservation  and  Recovery  Act  and  other 
federal, state and local regulations.

Our products, our products marketed by our partners, as well as our products being developed by our partners are most often 
categorized as “drug-device combination products” and are subject to the NDA, ANDA, sNDA, sANDA and 505(b)(2) drug approval 
process and regulations, as well as the device approval processes cited above.

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Foreign Approval Process

In addition to regulations in the U.S., we are subject to various foreign regulations governing clinical trials and the commercial 
sales  and  distribution  of  our  products.  We  must  obtain  approval  of  a  product  by  the  comparable  regulatory  authorities  of  foreign 
countries  before  we  can  commence  clinical  trials  or  marketing  of  the  product  in  those  countries.  The  requirements  governing  the 
conduct  of  clinical  trials,  product  licensing,  pricing  and  reimbursement  and  the  regulatory  approval  process  all  vary  greatly  from 
country to country. Additionally, the time it takes to complete the approval process in foreign countries may be longer or shorter than 
that required for FDA approval. Foreign regulatory approvals of our products are necessary whether or not we obtain FDA approval 
for such products. Finally, before a new drug may be exported from the U.S., it must either be approved for marketing in the U.S. or 
meet the requirements of exportation of an unapproved drug under Section 802 of the Export Reform and Enhancement Act or comply 
with FDA regulations pertaining to INDs.

Under European Union regulatory systems, we are permitted  to submit marketing  authorizations  under either a centralized or 
decentralized  procedure.  The  centralized  procedure  provides  for  the  grant  of  a  single  marketing  authorization  that  is  valid  for  all 
member states of the European Union. The decentralized procedure provides for mutual recognition of national approval decisions by 
permitting the holder of a national marketing authorization to submit an application to the remaining member states. Within 90 days of 
receiving the applications and assessment report, each member state must decide whether to recognize approval.

Sales of medical devices outside of the U.S. are subject to foreign legal and regulatory requirements. Certain of our transdermal 
and  injection  systems  have  been  approved  for  sale  only  in  certain  foreign  jurisdictions.  Legal  restrictions  on  the  sale  of  imported 
medical devices and products vary from country to country. The time required to obtain approval by a foreign country may be longer 
or shorter than that required for FDA approval, and the requirements may differ. We rely upon the companies marketing our injectors 
in foreign countries to obtain the necessary regulatory approvals for sales of our products in those countries.

Our Minneapolis Quality Management System has ISO 13485: 2003 certification, the medical device industry standard for our 
quality systems. This certification shows that our device development and manufacturing comply with standards for quality assurance, 
design  capability  and  manufacturing  process  control.  Such  certification,  along  with  compliance  with  the  European  Medical  Device 
Directive,  enables  us  to  affix  the  CE  Mark  (a  certification  indicating  that  a  product  has  met  EU  consumer  safety,  health  or 
environmental requirements) to current products and supply the device with a Declaration of Conformity. Regular surveillance audits 
by our notified body, British Standards Institute, are required to demonstrate continued compliance.

Employees

We  believe  that  our  success  is  largely  dependent  upon  our  ability  to  attract  and  retain  qualified  personnel  in  the  research, 
development,  manufacturing,  business  development  and  commercialization  fields.  As  of  March  1,  2016,  we  had  108  full-time 
employees. Of the 108 employees, 44 are primarily involved in research, development and manufacturing activities, 49 are primarily 
involved in commercialization and sales, with the remainder engaged in executive and administrative capacities.  Although we believe 
that we are appropriately sized to focus on our mission, we intend to add personnel with specialized expertise, as needed.

We believe that we have been successful to date in attracting skilled and experienced scientific and business professionals. We 
consider  our  employee  relations  to  be  good,  and  none  of  our  employees  are  represented  by  any  labor  union  or  other  collective 
bargaining unit.

Available Information

We file with the United States Securities and Exchange Commission (“SEC”) annual reports on Form 10-K, quarterly reports on 
Form 10-Q, current reports on Form 8-K, proxy statements and other documents as required by applicable law and regulations.   The 
public  may  read  and  copy  any  materials  that  we  file  with  the  SEC  at  the  SEC’s  Public  Reference  Room  at  100  F  Street,  N.  E., 
Washington, DC 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-
800-SEC-0330  (1-800-732-0330).   The  SEC  maintains  an  Internet  site  (http://www.sec.gov)  that  contains  reports,  proxy  and 
information  statements,  and  other  information  regarding  issuers  that  file  electronically  with  the  SEC.   We  maintain  an  Internet  site 
(http://www.antarespharma.com).   We make available free of charge on or through our Internet website our annual reports on Form 
10-K,  quarterly  reports  on  Form  10-Q,  current  reports  on  Form  8-K,  and  amendments  to  these  reports,  as  soon  as  reasonably 
practicable  after  electronically  filing  those  documents  with  or  furnishing  them  to  the  SEC.   The  information  on  our  website  is  not 
incorporated into and is not a part of this annual report.

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Item 1A. RISK FACTORS

The  following  “risk  factors”  contain  important  information  about  us  and  our  business  and  should  be  read  in  their  entirety.   
Additional risks and uncertainties not known to us or that we now believe to be not material could also impair our business. If any of 
the following risks actually occur, our business, results of operations and financial condition could suffer significantly. As a result, the 
market price of our common stock could decline and you could lose all of your investment.  In this Section, the terms the “Company,” 
“we”, “our” and “us” refer to Antares Pharma, Inc.

Risks Related to Our Operations

We have incurred significant losses to date, and there is no guarantee that we will ever become profitable.

We  incurred  net  losses  of  $20,658,846  and  $35,151,715  in  the  years  ended  December  31,  2015  and  2014,  respectively.   In 
addition,  we  had  an  accumulated  deficit  at  December  31,  2015  of  $229,106,502.   The  costs  for  research  and  development  of  our 
products, product candidates and drug delivery technologies, and certain product candidates of our partners, along with marketing and 
selling  expenses  and  general  and  administrative  expenses,  have  been  the  principal  causes  of  our  losses.   We  may  not  ever  become 
profitable and if we do not become profitable your investment could be harmed.

We may need additional capital in the future in order to continue our operations.

At  December  31,  2015,  we  had  cash  and  investments  of  $47,910,901.   The  combination  of  our  current  cash  and  investments 
balance and projected product sales, product development fees, license revenues, milestone payments and royalties should provide us 
with  sufficient  funds  to  support  operations  for  at  least  the  next  twelve  months.   However,  if  funds  are  not  sufficient  to  support 
operations in the future, we may need to raise additional funds through debt or equity financings (such as issuing additional equity or 
debt, including notes convertible into our common stock) or reduce expenditures to meet our cash requirements. If we do obtain such 
financing,  we cannot  assure that the amount or the terms  of such financing  will be as attractive  as we may desire, and your equity 
interest in the company may be diluted. For example, on May 11, 2015, we completed an underwritten offering of 23,000,000 shares 
of common stock at a price of $2.00 per share in a public offering.   On May 5, 2015, the day we launched the offering, the closing 
price per share of our common stock was $2.30.  If we are unable to obtain financing when needed, or if the amount of such financing 
is not sufficient, it may be necessary for us to take significant cost saving measures or generate funding in ways that may negatively 
affect  our  business  in  the  future.   To  reduce  expenses,  we  may  be  forced  to  make  personnel  reductions  or  curtail  or  discontinue 
development programs.  To generate funds, it may be necessary to monetize future royalty streams, sell intellectual property, divest of 
technology platforms or liquidate assets. However, there is no assurance that, if required, we will be able to generate sufficient funds 
or reduce spending to provide the required liquidity.

Long-term  capital  requirements  will  depend  on  numerous  factors,  including,  but  not  limited  to,  the  status  of  collaborative 
arrangements, the progress of research and development programs and the receipt of revenues from sales of products. Our ability to 
achieve  and/or  sustain  profitable  operations  depends  on  a  number  of  factors,  many  of  which  are  beyond  our  control.  These  factors 
include, but are not limited to, the following:

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our ability to successfully sell OTREXUP™; 

our ability to successfully develop and obtain regulatory approval for our own product candidates such as VIBEX® QS T 
and VIBEX® QS M;

our  and  our  partners’  ability  to  obtain  regulatory  approval,  and  where  applicable  to  obtain  an  AB-rating,  of  partnered 
products including VIBEX® epinephrine, exenatide and others;

the success of our partners in launching new products such as VIBEX® Sumatriptan and selling our existing products;

our ability to successfully sell future products if we choose not to partner the product;

our ability to manufacture, or have manufactured, products efficiently, at the appropriate commercial scale, and with the 
required quality;

timing of our partners’ development, regulatory and commercialization plans;

the demand for our technologies from current and future pharmaceutical partners;

our ability to increase and continue to outsource manufacturing capacity to allow for new product introductions;

the level of product competition and of price competition;

patient acceptance of our current and future products;

our ability to obtain reimbursement for our products from third-party payers;

24



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our ability to develop additional commercial applications for our products;

our ability to attract and retain the right personnel to execute our plans;

our ability to develop, maintain or acquire patent positions;

our ability to control costs; and

general economic conditions.

We launched OTREXUP™ in February 2014 and as a company, we have limited sales and marketing experience.

We launched OTREXUP™ in February 2014. Although we have hired highly qualified personnel with specialized expertise, as 
a  company,  we  have  limited  experience  commercializing  pharmaceutical  products  on  our  own.  In  order  to  commercialize 
OTREXUP™,  we  have  been  building  our  sales,  marketing,  distribution,  managerial  and  other  non-technical  capabilities  and  have 
made  arrangements  with  third  parties  to  perform  these  services  when  needed.  In  January  2015,  we  hired  sales  representatives  and 
district  managers  to  fill  our  32  sales  territories.   Effective  June  23,  2015,  we  regained  the  exclusive  U.S.  marketing  rights  to 
OTREXUP™ for the treatment of psoriasis, after the LEO Pharma agreement was terminated for its exclusive right to commercialize 
OTREXUP™ in the U.S. for this field.  We have limited commercial resources and may incur incremental sales and marketing costs if 
we choose to market OTREXUP™ for the treatment of psoriasis in the U.S. and may be unsuccessful in this commercial strategy.  To 
the extent we rely on third parties to commercialize OTREXUP™ in the future, we may receive less revenues or incur more expenses 
than if we had commercialized OTREXUP™ ourselves. In addition, we may have limited control over the sales efforts of any third 
parties  involved  in  our  commercialization  efforts.   If  we  are  unable  to  successfully  implement  our  commercial  plans  and  drive 
adoption by patients and physicians of OTREXUP™ through our sales, marketing and commercialization efforts then we may not be 
able to generate sustainable revenues from product sales which will have a material adverse effect on our business and future product 
opportunities.  Similarly,  we  may  not  be  successful  in  maintaining  the  necessary  commercial  infrastructure,  including  sales 
representatives,  managed  care,  medical  affairs  and  pharmacovigilance  teams.  The  development  of  commercialization  capabilities  to 
market OTREXUP™ has been and will continue to be expensive and time-consuming. As we continue to develop these capabilities, 
we will have to compete with other pharmaceutical companies to recruit, hire, train and retain sales and marketing personnel. If we 
have  underestimated  the  necessary  sales  and  marketing  capabilities  or  have  not  established  the  necessary  infrastructure  to  support 
successful  commercialization, or if  our  efforts  to  do so  take  more time and expense  than anticipated,  our ability  to  market  and sell 
OTREXUP™ may be adversely affected. 

Commercialization of OTREXUP™ will require significant resources, and if we do not achieve the sales expected, we may lose the 
substantial investment made in OTREXUP™.

We  have  made  and  are  continuing  to  make  substantial  expenditures  commercializing  OTREXUP™.   We  have  and  expect  to 
continue  to  devote  substantial  resources  to  establish  and  maintain  a  sales  and  marketing  capability  for  OTREXUP™.   If  we  are 
unsuccessful in our commercialization efforts and do not achieve the sales levels of OTREXUP™ that we expect, we may be unable 
to  recover  the  large  investment  we  have  made  in  research,  development,  manufacturing,  inventory  and  marketing  efforts,  and  our 
business and financial condition could be materially adversely affected.

We  will  rely  on  third  parties  to  perform  many  necessary  services  for  OTREXUP™,  including  services  related  to  the  distribution, 
invoicing, storage and transportation of our products.

We  have  retained  third-party  service  providers  to  perform  a  variety  of  functions  related  to  the  sale  and  distribution  of  our 
products,  key  aspects  of  which  are  out  of  our  direct  control.  For  example,  we  rely  on  Cardinal  to  provide  key  services  related  to 
logistics,  warehousing  and  inventory  management,  distribution,  contract  administration  and  chargeback  processing,  accounts 
receivable  management  and  call  center  management,  and,  as  a  result,  most  of  our  finished  goods  inventory  is  stored  at  a  single 
warehouse maintained by the service provider. We place substantial reliance on this provider as well as other third-party providers that 
perform  services  for  us,  including  entrusting  our  inventories  of  products  to  their  care  and  handling.  If  these  third-party  service 
providers  fail  to  comply  with  applicable  laws  and  regulations,  fail  to  meet  expected  deadlines,  or  otherwise  do  not  carry  out  their 
contractual  duties  to  us,  or  encounter  physical  damage  or  natural  disaster  at  their  facilities,  our  ability  to  deliver  product  to  meet 
commercial  demand  would  be  significantly  impaired.  In  addition,  we  utilize  third  parties  to  perform  various  other  services  for  us 
relating to sample accountability and regulatory monitoring, including adverse event reporting, safety database management and other 
product maintenance services. If the quality or accuracy of the data maintained by these service providers is insufficient, our ability to 
continue to market our products could be jeopardized or we could be subject to regulatory sanctions. We do not currently have the 
internal capacity to perform these important commercial functions, and we may not be able to maintain commercial arrangements for 
these services on reasonable terms.

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We  rely  on  third  party  data  providers  to  estimate  patient  prescriptions  dispensed  for  OTREXUP™  and  help  determine  our  revenue 
each reporting period.   

Because  we  have  limited  sales  history  with  OTREXUP™,  we  rely  on  third  party  data  providers,  such  as  Symphony  Health 
Solutions,  as  a  basis  for  estimating  the  number  of  patient  prescriptions  of  OTREXUP™  during  each  reporting  period  and  use  this 
information  to  calculate  revenue  for  OTREXUP™.   While  we  undertake  certain  procedures  to  review  the  reasonableness  of  this 
information,  we  cannot  obtain  absolute  assurance  regarding  the  accuracy  of  the  prescription  or  market  data  or  over  the  accounting 
methods and controls related to the information provided to us by third parties. If patient prescriptions dispensed for a given period are 
underestimated or overestimated, adjustments to revenue may be necessary.   As a result, we are at risk of third parties providing us 
with erroneous data which could have a material adverse impact on our revenue reporting and our business.

We will depend on Teva to manufacture, supply, distribute and commercialize VIBEX® Sumatriptan in the U.S.

We have entered into a license, supply and distribution agreement with Teva to distribute VIBEX® Sumatriptan, an auto injector 
product containing sumatriptan for the treatment of migraines.  Under our arrangement, we will manufacture the auto injector and do 
final  assembly  and  packaging  of  the  final  product  and  Teva  will  manufacture  and  supply  the  drug  sumatriptan  and  distribute  and 
commercialize the product in the U.S. Teva also has an option for rights in other territories.  

There is no guarantee that our partnership with Teva to distribute VIBEX® Sumatriptan will be successful.   Teva controls the 
manufacture and supply of the drug, sumatriptan, which is necessary for the production of VIBEX® Sumatriptan. If, at any time, Teva 
ceases to manufacture and supply us with sumatriptan or fails to produce sufficient supplies of the drug, we will be unable to produce 
a  finished  product  or  sell  our  auto  injectors  designed  for  this  product  to  Teva.   We  will  also  rely  on  Teva  to  commercialize  and 
distribute the product within the U.S. and if Teva is unsuccessful in commercializing the product, the resulting revenue may be lower 
than expected.  Additionally, we may disagree with Teva on certain business strategies or its manufacturing and distribution decisions.  
Such  decisions  by  Teva  may  be  beyond  our  control  and  may  impact  the  success  of  VIBEX®  Sumatriptan  and  we  may  receive  less 
revenue  than  desired  or  expected.  We  have  invested  significant  resources  in  the  development  of  VIBEX®  Sumatriptan,  and,  if  our 
partnership with Teva is not profitable or is terminated for any reason, we may not receive a return on our investment and may suffer 
significant losses. 

If we do not develop and maintain relationships with manufacturers of our and our partners’ drug products or candidates, then we 
may be unable to successfully manufacture and sell our and our partners’ pharmaceutical products.

We  do  not  possess  the  facilities  to  manufacture  commercial  quantities  of  our  drug/device  combination  product,  including 
OTREXUP™ and VIBEX® Sumatriptan, or any other of our or our partners’ products or product candidates.    We must contract with 
manufacturers  to  produce  products  according  to  government  regulations.   The  future  development  and  delivery  of  our  product 
candidates depends on the timely, profitable and competitive performance of these manufacturers.  A limited number of manufacturers 
exist which are capable of manufacturing our and our partners’ product candidates. We and our partners may fail to contract with the 
necessary  manufacturers  or  we  and  our  partners  may  contract  with  manufacturers  on  terms  that  may  not  be  favorable  to  us.   Our 
manufacturers  must  obtain  FDA  approval  for  their  manufacturing  processes,  and  we  have  no  control  over  this  approval  process. 
Additionally,  use  of  contract  manufacturers  exposes  us  to  risks  in  the  manufacturer's  business  such  as  their  potential  inability  to 
perform from a technical, operational or financial standpoint.

In addition, contract manufacturers may utilize their own technology, technology developed by us, technology developed by our 
partners, or technology acquired or licensed from third parties. When contract manufacturers develop proprietary process technology, 
our  reliance  on  such  contract  manufacturers  is  increased.   Technology  transfer  from  the  original  contract  manufacturer  may  be 
required.  Any  such  technology  transfer  may  also  require  transfer  of  requisite  data  for  regulatory  purposes,  including  information 
contained in a proprietary drug master file held by a contract manufacturer. FDA approval of the new manufacturer and manufacturing 
site would also be required.

We have entered into multiple commercial supply agreements with third-party manufacturers, including, without limitation:

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the supply of the methotrexate drug substance;

the manufacture of prefillable syringes;

the manufacture of device components;

the production of the methotrexate drug substance in pre-filled syringes;

the manufacture and partial assembly of VIBEX® auto injectors; and

the  final  assembly  and  packaging  of  our  products  and  product  candidates  and  our  partners’  products  and  product 
candidates.

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Reliance  on third-party manufacturers  entails risks to which we would not be subject if we manufactured  products ourselves, 

including:

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reliance  on  the  third  party  for  regulatory  compliance,  quality  assurance  and  adequate  training  in  management  of 
manufacturing staff;

the possible breach of the manufacturing agreement by the third party because of factors beyond our control; 

failure  to  supply  adequate  quantities  of  product  or  failure  to  supply  product  meeting  the  required  product 
specification or other manufacturing requirements; and

the  possibility  of  termination  or  non-renewal  of  the  agreement  by  the  third  party,  based  on  its  own  business 
priorities, at a time that is costly or inconvenient for us.

We depend on these third-party manufacturers to comply with cGMPs enforced by the FDA and other regulatory requirements 
and to deliver materials on a timely basis.   In addition, because regulatory approval to manufacture a drug is generally site-specific, 
the  FDA  and  other  regulatory  authorities  will  repeatedly  inspect  our  current  and  future  third-party  manufacturers’  facilities  for 
compliance with cGMPs.  If we or our third-party manufacturers fail to comply with applicable regulatory requirements, a regulatory 
agency may issue warning letters or suspend or withdraw our regulatory approval for approved or in-market products, among other 
things.   Our  third-party  manufacturers  may  also  fail  to  pass  the  audits  by  our  internal  quality  and  regulatory  group.   Any  of  these 
actions  could  delay  our  development  of  products,  delay  the  submission  of  these  products  for  regulatory  approval  or  result  in 
insufficient product quantity to support commercial demand.   As a result, our business, financial condition and results of operations 
could  be  seriously  harmed.   See  additional  risk  factors  associated  with  manufacturing  in  the  section  “Risks  Related  to  Regulatory 
Matters.”

In addition, we may consider entering into additional manufacturing arrangements with third party manufacturers. In each case, 
we  will  incur  significant  costs  in  obtaining  the  regulatory  approvals  and  taking  the  other  steps  necessary  to  begin  commercial 
production by these manufacturers. 

We are dependent on numerous third parties in our supply chain for the commercial supply of our products and partners’ products 
most of which are currently single source suppliers, and if any of these single-source suppliers are not able to satisfy demand and 
alternative sources are not available, the manufacturing and distribution of our products and our partners’ products could be delayed 
and our business could be harmed.

The  availability  of  our  products  for  commercial  sale  depends  upon  our  ability  to  procure  the  components,  raw  materials, 
packaging materials and finished products we need from third parties. We have entered into supply agreements with numerous third 
party suppliers, many of which are currently our single source for the materials necessary for certain of our products.  For example, we 
currently have the following single source suppliers in our supply chain for the commercial supply of OTREXUP™:

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Supplier of the active pharmaceutical ingredient (“API”) for methotrexate;

Pharmascience for supply of commercial quantities of methotrexate pre-filled syringes;

Nypro for the supply of commercial quantities of the VIBEX® auto injectors;

Sharp for assembly and packaging of OTREXUP™;

Cardinal  for  services  related  to  logistics,  warehousing  and  inventory  management,  distribution,  contract 
administration and chargeback processing, accounts receivable management and call center management.

Our supplier for the pre-filled syringes of methotrexate and our supplier of methotrexate API are single source suppliers to us.  
If any of these manufacturers is unable to supply its respective component for any reason, including due to violations of the FDA’s 
QSR requirements, our ability to manufacture the finished OTREXUP™ product will be adversely affected and our ability to meet the 
distribution  requirements  for  any  product  sales  of  OTREXUP™  and  the  resulting  revenue  therefrom  will  be  negatively  affected. 
Accordingly, there can be no assurance that any failure in any part of our supply chain will not have a material adverse effect on our 
ability to generate revenue from OTREXUP™ or our other products which depend on third party suppliers, which in turn could have a 
material adverse effect on our business, results of operations and financial condition.

To mitigate some of the short-term risk of relying on single source suppliers, we intend to build a safety stock of component and 
finished  goods  inventories.   However,  there  can  be  no  assurance  that  these  inventories  will  be  adequate  or  that  we  will  be  able  to 
maintain our desired level of safety stock.  Additionally, maintaining a high level of safety stock exposes us to additional risks such as 
excess and obsolete inventory if the sales volume of OTREXUP™ or our other products do not meet our forecasts.

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If  we  are  unable  to  achieve  and  maintain  adequate  levels  of  coverage  and  reimbursement  for  OTREXUP™,  or  any  of  our  other 
product candidates for which we may receive regulatory approval, their commercial success may be severely hindered.

Successful sales of our products depend on the availability  of adequate coverage and reimbursement  from third-party payors. 
Patients who are prescribed medicine for the treatment of their conditions generally rely on third-party payors to reimburse all or part 
of the costs associated with their prescription drugs. Adequate coverage and reimbursement from governmental healthcare programs, 
such as Medicare and Medicaid, and commercial payors is critical to new product acceptance. Coverage decisions may depend upon 
clinical  and  economic  standards  that  disfavor  new  drug  products  when  more  established  or  lower  cost  therapeutic  alternatives  are 
already  available  or  subsequently  become  available.  Assuming  coverage  is  approved,  the  resulting  reimbursement  payment  rates 
might  not  be  adequate  or  may  require  co-payments  that  patients  find  unacceptably  high.  Patients  are  unlikely  to  use  our  products 
unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of our products.

In addition, the market for our products will depend significantly on access to third-party payors' drug formularies, or lists of 
medications  for  which  third-party  payors  provide  coverage  and  reimbursement.  The  industry  competition  to  be  included  in  such 
formularies often leads to downward pricing pressures on pharmaceutical companies. Also, third-party payors may refuse to include a 
particular branded drug in their formularies or otherwise restrict patient access to a branded drug when a less costly generic equivalent 
or other alternative is available.

Our  partnered  products  encounter  similar  issues  in  obtaining  reimbursement  from  third-party  payors.  While  we  are  unable  to 
control the reimbursement rate or discounts contracted with third-party payors by our partners, these rates ultimately affect our royalty 
payments on products such as Elestrin® and Gelnique®.

Third-party  payors,  whether  foreign  or  domestic,  or  governmental  or  commercial,  are  developing  increasingly  sophisticated 
methods of controlling healthcare costs. In addition, in the U.S., no uniform policy of coverage and reimbursement for drug products 
exists  among  third-party  payors.  Therefore,  coverage  and  reimbursement  for  drug  products  can  differ  significantly  from  payor  to 
payor.

Further, we believe that future coverage and reimbursement will likely be subject to increased restrictions both in the U.S. and 
in international markets. Third-party coverage and reimbursement for OTREXUP™ or any of our other product candidates for which 
we may receive regulatory approval may not be available or adequate in either the U.S. or international markets, which could have a 
material adverse effect on our business, results of operations, financial condition and prospects.

We may incur significant liability if it is determined that we are promoting or have in the past promoted the “off-label” use of drugs 
or medical devices. 

In the U.S. and certain other jurisdictions,  companies may not promote drugs or medical  devices  for “off-label” uses, that is, 
uses that are not described in the product’s labeling and that differ from those that were approved or cleared by the FDA. Under what 
is  known  as  the  “practice  of  medicine,”  physicians  and  other  healthcare  practitioners  may  prescribe  drug  products  and  use  medical 
devices  for  off-label  or  unapproved  uses,  and  such  uses  are  common  across  some  medical  specialties.  Although  the  FDA  does  not 
regulate  a  physician’s  choice  of  medications,  treatments  or  product  uses,  the  FD&C  Act  and  FDA  regulations  significantly  restrict 
permissible  communications  on  the  subject  of  off-label  uses  of  drug  products  and  medical  devices  by  pharmaceutical  and  medical 
device companies. The FDA, the Federal Trade Commission (“FTC”), the Office of the Inspector General of the Department of Health 
and Human Services (“HHS-OIG”), the Department of Justice (“DOJ”) and various state Attorneys General actively enforce laws and 
regulations that prohibit the promotion of off-label uses.   If the FDA determines that a company has improperly promoted a product 
“off label’, the FDA may issue a warning letter   or seek other enforcement action to limit or restrict certain promotional activities or 
materials  or  seek  to  have  product  withdrawn  from  the  market  or  seize  product.   In  addition,  a  company  that  is  found  to  have 
improperly  promoted  off-label  uses  may  be  subject  to  significant  liability,  including  civil  fines,  criminal  fines  and  penalties,  civil 
damages and exclusion from federal funded healthcare programs such as Medicare and Medicaid as well as potential liability under 
the federal False Claims Act and applicable state false claims acts. Conduct giving rise to such liability could also form the basis for 
private civil litigation by third-party payers or other persons allegedly harmed by such conduct.

Notwithstanding the regulatory restrictions on off-label promotion, the FDA’s regulations and judicial case law allow companies 
to engage in some forms of truthful, non-misleading, and non-promotional speech concerning the off-label uses of their products. We 
have  endeavored  to  establish  and  implement  extensive  compliance  programs  in  order  to  instruct  employees  on  complying  with  the 
relevant advertising and promotion legal requirements. Nonetheless, the FDA, HHS-OIG, the DOJ and/or the state Attorneys General, 
and  qui  tam  relators  may  take  the  position  that  we  are  not  in  compliance  with  such  requirements,  and,  if  such  non-compliance  is 
proven, we may be subject to significant liability, including administrative, civil and criminal penalties and fines.

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The failure of any of our third-party licensees to develop, obtain regulatory approvals for, market, distribute and sell our products as 
planned may result in us not meeting revenue and profit targets.

We partner with pharmaceutical companies, such as Teva, to develop, obtain regulatory approvals for, manufacture and sell our 
products  and  technologies  along  with  their  products.   If  one  or  more  of  these  pharmaceutical  company  partners  fail  to  pursue  the 
development or marketing of our and our partners’ products as planned, our revenues and profits may not reach expectations or may 
decline.  We may not be able to control the timing and other aspects of the development of products because pharmaceutical company 
partners  may  have  priorities  that  differ  from  ours.   Therefore,  commercialization  of  products  under  development  may  be  delayed 
unexpectedly.   The success of the marketing organizations of our pharmaceutical  company partners, as well as the level of priority 
assigned  to  the  marketing  of  the  products  by  these  entities,  which  may  differ  from  our  priorities,  will  determine  the  success  of  the 
products incorporating our technologies.  Competition in this market could also force us to reduce the prices of our technologies below 
currently planned levels, which could adversely affect our revenues and future profitability.

We are currently working with Teva on four products: VIBEX® with epinephrine, VIBEX® with sumatriptan, a pen product with 
exenatide, and an undisclosed pen product.   While VIBEX® with sumatriptan recently received FDA approval, there is no assurance 
that development of these products will continue or that the other three will receive FDA approval or if FDA approved they will be a 
significant revenue source for us.   Additionally, Teva is attempting to get an “AB” therapeutic equivalence rating for VIBEX® with 
epinephrine, which would allow for substitution of their generic for Mylan’s branded product at the pharmacy.  If Teva does not attain 
the AB rating, the revenue potential for VIBEX® with epinephrine may be more limited than if an “AB” rating is attained.

We currently depend on a limited number of customers for the majority of our revenue, and the loss of any one of these customers 
could substantially reduce our revenue and impact our liquidity.

For the year ended December 31, 2015, we derived approximately 39% of our revenue from Teva and 13% from Ferring.   For 
the year ended December 31, 2014, we derived approximately 33% of our revenue from Teva and 18% from Ferring.   The revenue 
from Teva was product sales, royalties and license and development revenue.   The revenue from Ferring was primarily product sales 
and  royalties.   In  addition,  we  derive  a  significant  portion  of  our  product  sales  revenue  from  shipment  of  OTREXUP™  to  our 
distributors, including McKesson, which accounted for approximately 15% of total revenues in 2015.

The  loss  of  any  of  these  significant  customers  or  partners  or  reduction  in  our  business  activities  could  cause  our  revenues  to 
decrease significantly and increase our continuing losses from operations.   If OTREXUP™ is not successful and we cannot broaden 
our customer base, we will continue to depend on a few customers for the majority of our revenues. Additionally, if we are unable to 
negotiate favorable business terms with these customers in the future, our revenues and gross profits may be insufficient to allow us to 
achieve and/or sustain profitability or continue operations.

None of our significant license or collaboration  agreements is perpetual in nature.   Each has a specified termination  date and 
may  be  terminated  in  advance  of  the  termination  date  or  renewal  date  by  either  party  under  different  circumstances,  for  example  a 
breach by us.

Most of our total revenues are generated from a small number of products.

We generate product sales from a limited number of individual products.  If we or our partners are unable to continue to market 
any  one  or  a  number  of  those  products,  such  as  OTREXUP™  or  our  partnered  device  products,  then  our  total  revenues,  results  of 
operations and cash flows could be materially adversely affected.  For example, if any of the products were to lose market share as the 
result of the entry of new competitors, or if the selling prices of any of these products were to decline significantly, there would be a 
direct negative impact on our reported revenues.

We are dependent on third parties to supply all raw materials used in our products and to provide services for certain core aspects of 
our business. Any interruption or failure by these suppliers, distributors and collaboration partners to meet their obligations pursuant 
to various agreements with us could have a material adverse effect on our business, results of operations, financial condition and cash 
flows.

We  rely  on  third  parties  to  supply  all  raw  materials  used  in  our  products.  In  addition,  we  rely  on  third  party  suppliers, 
distributors  and  collaboration  partners  to  provide  services  for  certain  core  aspects  of  our  business,  including  manufacturing, 
warehousing, distribution, customer service support, medical affairs services, clinical studies, sales and other technical and financial 
services. All third party suppliers and contractors are subject to FDA requirements. Our business and financial viability are dependent 
on the continued supply by these third party suppliers, the regulatory compliance of these third parties, and on the strength, validity 
and terms of our various contracts with these third party manufacturers, distributors and collaboration partners. Any interruption or 
failure by our suppliers, distributors and collaboration partners to meet their obligations pursuant to various agreements with us could 
have a material adverse effect on our business, financial condition, results of operations and cash flows. 

29

We  have  become  more  commercially  oriented  by  further  developing  our  own  products  and  less  dependent  on  our  pharmaceutical 
partners, and we may not have sufficient resources to fully execute our plan.

We  must  make  choices  as  to  the  drugs  that  we  develop  on  our  own.   We  may  not  make  the  correct  choice  of  drug  or 
technologies  when  combined  with a  drug, which  may  not  be  accepted  by the  marketplace  as  we  expected or at all.   FDA approval 
processes  for  the  drugs  and  drugs  with  devices  may  be  longer  in  time  and/or  more  costly  and/or  require  more  extended  clinical 
evaluation than anticipated.  Funds required to bring our own products to market may be more than anticipated or may not be available 
at  all.   We  have  limited  experience  in  bringing  such  products  to  market;  therefore,  we  may  experience  difficulties  in  execution  of 
development of internal product candidates.

If we do not develop and maintain relationships with manufacturers of our device products, then we may be unable to successfully 
manufacture and sell our device products.

Our device manufacturing for our needle-free device has involved the assembly of products from machined stainless steel and 
composite components in limited quantities.  Our device manufacturing for our VIBEX® auto injector for OTREXUP™ has involved 
high volume production of numerous complex parts as well as assembly of those parts.  We expect that our device manufacturing for 
VIBEX®  with  sumatriptan  will  also  involve  many  complex  parts  as  well  as  assembly  of  those  parts.  Our  planned  future  device 
business  may  necessitate  changes  and  additions  to  our  contract  manufacturing  and  assembly  process  or  the  use  of  a  secondary 
manufacturer  due  to  the  anticipated  larger  scale  of  manufacturing  in  our  business  plan.   Our  devices  must  be  manufactured  in 
compliance  with  regulatory  requirements,  in  a  timely  manner  and  in  sufficient  quantities  while  maintaining  quality  and  acceptable 
manufacturing costs.   In the course of these changes and additions to our manufacturing and production methods, we may encounter 
difficulties,  including  problems  involving  scale-up,  yields,  quality  control  and  assurance,  product  reliability,  manufacturing  costs, 
existing and new equipment and component supplies, any of which could result in significant delays in production.

MRP  manufactures  and  assembles  our  needle-free  devices  and  certain  related  disposable  component  parts  for  our  partners 
Ferring  and  JCR.   There  can  be  no  assurance  that  MRP  will  be  able  to  continue  to  meet  these  regulatory  requirements  or  our  own 
quality  control  standards.   Therefore,  there  can  be  no  assurance  that  we  will  be  able  to  continue  to  successfully  produce  and 
manufacture our products.  Our pharmaceutical partners retain the right to audit the quality systems of our manufacturing partner, and 
there can be no assurance that MRP will be successful in these audits. Any of these failures would negatively impact our business, 
financial  condition  and  results  of  operations.   We  will  also  continue  to  outsource  manufacturing  of  our  future  disposable  injection 
products to third parties.   Such products will be price sensitive and may be required to be manufactured in large quantities, and we 
have  no  assurance  that  this  can  be  done.   Additionally,  use  of  contract  manufacturers  exposes  us  to  risks  in  the  manufacturers’ 
business such as their potential inability to perform from a technical, operational or financial standpoint.

Any  failure  by  Nypro  or  Phillips,   to  successfully  manufacture  the  pressure  assisted  auto  injector  device  in  commercial 
quantities,  be  in  compliance  with  regulatory  regulations,  or  pass  the  audits  by  our  internal  quality  and  regulatory  group  or 
pharmaceutical partner would have a negative impact on our future revenue expectations.

We intend to use ComDel Innovation, Inc. and other third parties to manufacture VIBEX® with Sumatriptan.  We have existing 
relationships with many of these third parties in the context of our other products but there is no guarantee we will be able to secure 
favorable terms for the manufacture of this product. If we are unsuccessful in finalizing our arrangements with these third parties or in 
negotiating favorable contractual terms, the launch of VIBEX® with Sumatriptan could be delayed.

We rely on third parties to supply components for our products, and any failure to retain relationships with these third parties could 
negatively impact our ability to manufacture our products and those of our third-party collaboration partners.

Certain  of  our  technologies  contain  a  number  of  customized  components  manufactured  by  various  third  parties.   Regulatory 
requirements applicable to manufacturing can make substitution of suppliers costly and time-consuming. In the event that we could 
not obtain adequate quantities of these customized components from our suppliers, there can be no assurance that we would be able to 
access alternative sources of such components within a reasonable period of time, on acceptable terms or at all.  The unavailability of 
adequate quantities, the inability to develop alternative sources, a reduction or interruption in supply or a significant increase in the 
price of components could have a material adverse effect on our ability to manufacture and market our products.

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If medical doctors do not prescribe our products or our partners’ products, or the medical profession or patients do not accept our 
products or our partners’ products, our ability to grow or maintain our revenues will be limited.

Our  business  is  dependent  on  market  acceptance  of  our  products  and  those  of  our  partners  by  physicians,  healthcare  payors, 
patients and the medical community. Medical doctors’ willingness to prescribe, and patients’ willingness to accept, our products and 
those of our partners depend on many factors, including:

















perceived safety and efficacy of our products;

convenience and ease of administration;

prevalence and severity of adverse side effects in both clinical trials and commercial use;

availability of alternative treatments;

cost effectiveness;

effectiveness of our marketing strategy and the pricing of our products;

publicity concerning our products or competing products; and

third-party coverage or reimbursement for our products and those of our partners.

Even  though  we  have  received  regulatory  approval  for  OTREXUP™  and  for  our  transdermal  gel  products,  and  even  if  we 
receive regulatory approval and satisfy the above criteria for any of our product candidates, physicians may not prescribe, and patients 
may not accept,  our products if we do not promote our products effectively. Factors  that could affect  our success  in marketing our 
products include:









the adequacy and effectiveness of our sales force and that of any partners or international partner’s sales force;

the  adequacy  and  effectiveness  of  our  production,  distribution  and  marketing  capabilities  and  those  of  our  international 
partners;

the success of competing treatments or products, including generics; and

the availability and extent of reimbursement from third-party payors for our products and those of our partners.

If any of our products or product candidates or those of our partners fails to achieve market acceptance, we may not be able to 

market and sell the products successfully, which would limit our ability to generate revenue and could harm our business.

The  failure  of  our  licensees  to  perform  under  any  of  our  existing  licensing  agreements  or  the  failure  to  enter  into  new  licensing 
agreements could substantially affect our revenue.

One  of  our  business  strategies  to  reduce  development  risk  is  to  enter  into  license  agreements  with  pharmaceutical  companies 
covering  the  development,  manufacture,  use  and  marketing  of  our  drug  delivery  devices  with  specific  drug  therapies.  Under  these 
arrangements, the partners typically assist us in the development of the product and sponsor the collection of the appropriate data for 
submission for regulatory approval of the use of the drug delivery device with the licensed drug therapy.   Our licensees may also be 
responsible for distribution and marketing of the product or technologies for these therapies either worldwide or in specific territories.  
We are currently a party to a number of such agreements, all of which are currently in varying stages of development. We may not be 
able  to  meet  future  milestones  established  in  our  agreements  (such  milestones  generally  being  structured  around  satisfactory 
completion of certain phases of clinical development, regulatory approvals and commercialization of our product) and thus, would not 
receive the fees expected from such arrangements, related future royalties or product sales.  Moreover, there can be no assurance that 
we will be successful in executing additional collaborative agreements or that existing or future agreements will result in increased 
sales of our drug delivery technologies or products. In such event, our business, results of operations and financial condition could be 
adversely  affected, and our revenues  and gross profits  may  be  insufficient  to  allow  us  to achieve  and/or  sustain profitability.   As a 
result of our collaborative agreements, we are dependent upon the development, data collection and marketing efforts of our licensees.  
The amount and timing of resources such licensees devote to these efforts are not within our control, and such licensees could make 
material  decisions  regarding  these  efforts  that  could  adversely  affect  our  future  financial  condition  and  results  of  operations.   In 
addition,  factors  that  adversely  impact  the  introduction  and  level  of  sales  of  any  drug  or  drug  device  covered  by  such  licensing 
arrangements,  including  competition  within  the  pharmaceutical  and  medical  device  industries,  the  timing  of  regulatory  or  other 
approvals  and  intellectual  property  litigation,  may  also  negatively  affect  sales  of  our  drug  delivery  technology.   We  are  relying  on 
partners such as Teva, Ferring, Actavis, AMAG and Meda for future milestone, sales and royalty revenue.  Any or all of these partners 
may never commercialize a product with our technologies, may be unsuccessful in commercializing a product, or significant delays in 
anticipated  launches  of  these  products  may  occur.   For  example,  Teva  submitted  an  amendment  to  the  VIBEX®  epinephrine  pen 
ANDA  in  December  2014  and  received  a  CRL  from  the  FDA  in  February  2016  in  which,  according  to  Teva,  the  FDA  identified 

31

certain major deficiencies.  Due to the major nature of the CRL, Teva expects that its epinephrine product will be substantially delayed 
from  their  previously  anticipated  launch  in  the  second  half  of  2016  and  that  any  launch  will  not  take  place  before  2017.  While  we 
assist  our  partners  in  obtaining  regulatory  approvals  and  advancing  new  products,  we  depend  on  these  partners  and  cannot  control 
their  decision-making  or  progress  in  achieving  such  goals.  Any  potential  loss  of  anticipated  future  revenue  could  have  an  adverse 
effect on our business and the value of your investment.

Timing and results of clinical trials to demonstrate the safety and efficacy of products as well as the FDA’s approval of products are 
uncertain. 

Drug development is an inherently risky and uncertain process.   Before obtaining regulatory approvals for the sale of any new 
product candidates, we and our partners must demonstrate through preclinical studies and clinical trials that the product is safe and 
effective  for  each  intended  use.  Preclinical  and  clinical  studies  may  fail  to  demonstrate  the  safety  and  effectiveness  of  a  product. 
Likewise, we and our partners may not be able to demonstrate through clinical trials that a product candidate’s therapeutic benefits 
outweigh its risks. Even promising results from preclinical and early clinical studies do not always accurately predict results in later, 
large scale trials. A failure to demonstrate safety and efficacy could or would result in the failure to obtain regulatory approvals.

The  rate  of  patient  enrollment  sometimes  delays  completion  of  clinical  studies.  There  is  substantial  competition  to  enroll 
patients in clinical trials and such competition has delayed clinical development of our products in the past. For example, patients may 
not  enroll  in  clinical  trials  at  the  rate  expected  or  patients  may  drop  out  after  enrolling  in  the  trials  or  during  the  trials.  Delays  in 
planned  patient  enrollment  can  result  in  increased  development  costs  and  delays  in  regulatory  approval.  In  addition,  we  rely  on 
collaboration  partners  that  may  control  or  make  changes  in  trial  protocol  and  design  enhancements,  or  encounter  clinical  trial 
compliance-related issues, which may also delay clinical trials. Product supplies may be delayed or be insufficient to treat the patients 
participating  in  the  clinical  trials,  or  manufacturers  or  suppliers  may  not  meet  the  requirements  of  the  FDA  or  foreign  regulatory 
authorities, such as those relating to cGMP. We and our partners also may experience delays in obtaining, or we and our partners may 
not obtain, required initial and continuing approval of our clinical trials from institutional review boards. We cannot assure you that 
we will not experience delays or undesired results in these or any other clinical trials.  

For example, we are currently conducting clinical studies of VIBEX® QS T for testosterone replacement therapy.   In October 
2015, we announced that the last patient in study QST-13-003 received their week 52 treatment, marking the end of treatment and the 
follow up phase of this study.  In early November 2015, we announced that we had completed enrollment in our supplemental safety 
study QST-15-005.   Upon  successful  completion  of  QST-15-005,  we  believe  we  should  be  able  to  satisfy  the  FDA’s  previous 
recommendation that we create a larger safety base of subjects exposed to QS T.   However, there is no guarantee that completion of 
study QST-15-005 will meet the FDA’s recommendations and we may need to conduct further clinical studies with additional subjects 
and data in the future.  In addition, we may experience delays or incur additional, unexpected costs in our completion of these clinical 
trials which may delay or otherwise adversely impact regulatory approval of VIBEX® QS T.

We  cannot  assure  you  that  the  FDA  or  foreign  regulatory  agencies  will  approve,  clear  for  marketing  or  certify  any  products 
developed by us or our partners, on a timely  basis, if at all, or, if granted, that such approval will not subject the marketing  of our 
products to certain limits on indicated use. The FDA or foreign regulatory authorities may not agree with the assessment by us or our 
clinical partners of the clinical data or they may interpret it differently. Such regulatory authorities may require additional or expanded 
clinical  trials. Any limitation  on use imposed by the FDA or delay in or failure to obtain FDA approvals or clearances  of products 
developed by us and our partners would adversely affect the marketing of these products and our ability to generate product revenue, 
which would adversely affect our financial condition and results of operations.

Before obtaining regulatory approvals for certain generic products, we and our partners must conduct limited clinical or other 
trials  to  show  comparability  to  the  branded  products.  A  failure  to  obtain  satisfactory  results  in  these  trials  would  prevent  us  from 
obtaining required regulatory approvals.

If we are not able to establish new collaborations, we may have to alter our development and commercialization plans. 

The  development  and  potential  commercialization  of  our  product  candidates  will  require  substantial  additional  cash  to  fund 
expenses. For some of our product candidates, we may decide to partner with pharmaceutical and biotechnology companies for the 
development and potential commercialization of those product candidates. 

We face significant  competition  in seeking appropriate  collaboration  partners. Whether we reach a definitive agreement  for a 
collaboration  will  depend,  among  other  things,  upon  our  assessment  of  the  partner’s  resources  and  experience,  the  terms  and 
conditions of the proposed collaboration and the proposed partner’s evaluation of a number of factors. Those factors may include the 
design or results of clinical trials, the likelihood of approval by the FDA or other regulatory authorities, the potential market for the 
subject product candidate, the costs and complexities of manufacturing and delivering such product candidate to patients, the potential 
of competing products, the existence of uncertainty with respect to our ownership of technology, which can exist if there is a challenge 

32

to such ownership without regard to the merits of the challenge, and industry and market conditions generally. The partner may also 
consider  alternative  product  candidates  or  technologies  for  similar  indications  that  may  be  available  for  collaboration  and  whether 
such a collaboration could be more attractive than the one with us for our product candidate. We may also be restricted under future 
license  agreements  from  entering  into  agreements  on  certain  terms  with  potential  partners.  Collaborations  are  complex  and  time-
consuming to negotiate and document. In addition, there have been a significant number of recent business combinations among large 
pharmaceutical companies that have resulted in a reduced number of potential future partners.

We may not be able to negotiate collaborations on a timely basis, on acceptable terms or at all. If we are unable to do so, we 
may  have  to  curtail  the  development  of  a  product  candidate,  reduce  or  delay  its  development  program  or  one  or  more  of  our  other 
development  programs,  delay  its  potential  commercialization,  or  increase  our  expenditures  and  undertake  development  or 
commercialization activities at our own expense. If we elect to increase our expenditures to fund development or commercialization 
activities on our own, we may need to obtain additional capital, which may not be available to us on acceptable terms or at all. If we 
do  not  have  sufficient  funds,  we  may  not  be  able  to  further  develop  our  product  candidates  or  bring  them  to  market  and  generate 
product revenues.

We face intense competition and if we cannot develop and market our products as rapidly or cost-effectively as our competitors, we 
may never be able to achieve profitable operations.

The  pharmaceutical  industry  is  intensely  competitive,  and  we  face  competition  across  the  full  range  of  our  activities.  
Competitive  factors  include  product  quality  and  price,  reputation,  service,  product  safety,  development  and  efficacy  and  access  to 
scientific and technical information. If we fail to compete successfully in any of these areas, our business could be adversely affected 
and  we  may  never  be  able  to  achieve  profitable  operations.   It  is  possible  that  developments  from  our  competitors  will  make  our 
products or technologies uncompetitive or obsolete.

For example, competitors in the methotrexate, the treatment of migraines, injector device and other markets, some with greater 
resources  and  experience  than  us,  may  enter  these  markets,  as  there  is  an  increasing  recognition  of  a  need  for  branded  505(b)(2) 
products.   Our success depends, in part, upon maintaining a competitive position in the development of products and technologies in 
rapidly  evolving  fields.   If  we  cannot  maintain  competitive  products  and  technologies,  our  current  and  potential  pharmaceutical 
company  partners  may  choose  to  adopt  the  technologies  of  our  competitors.  Companies  that  compete  with  our  injector-based 
technologies  include  Ypsomed,  Owen  Mumford,  Elcam,  SHL,  Bioject  Medical  Technologies,  Inc.,  Haselmeier,  Bespak-Consort 
Medical,  West  Pharmaceuticals  and  Becton  Dickinson,  along  with  other  companies.  We  also  compete  generally  with  other 
biotechnology  and  pharmaceutical  companies  engaged  in  the  development  of  alternative  drug  delivery  technologies  or  new  drug 
research and testing.

The  rheumatoid  arthritis  market,  which  is  the  main  focus  of  our  efforts  for  OTREXUP™,  is  intensely  competitive.  We  face 
competition from several branded and generic products, many from larger companies that have more experience and greater resources 
than does our Company.   In October 2014, Medac launched Rasuvo™, a product that competes directly with OTREXUP™ and could 
reduce the market penetration of OTREXUP™.

In  addition,  we  face  competition  with  respect  to  OTREXUP™  from  major  pharmaceutical  companies  and  biotechnology 
companies worldwide.  Potential competitors also include academic institutions and other public and private research institutions that 
conduct  research,  seek  patent  protection  and  establish  collaborative  arrangements  for  research,  development,  manufacturing  and 
commercialization.  Our competitors may develop products that are safer, more effective, have fewer side effects, are more convenient 
or are less costly than OTREXUP™.

The Biologics Price Competition and Innovation Act permits the FDA to approve biosimilar versions of biological products like 
Humira®, Enbrel®, Simponi®, Cimzia®, Orencia®, Actemra®, Rituxan® and  Remicaid® through an abbreviated approval pathway. This 
regulatory pathway could result in earlier entry of lower-cost biosimilars which could lower our value proposition of OTREXUP™ 
relative to that of costlier branded biologics.   The approval of lower-cost biosimilar products could decrease the revenue we receive 
for OTREXUP™.

Many  of  our  competitors  have  significantly  greater  financial  resources  and  expertise  in  research  and  development, 
manufacturing, pre-clinical testing, conducting clinical trials, obtaining regulatory approvals and marketing and distributing approved 
products than we do. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative 
arrangements with large and established companies. These competitors also compete with us in acquiring products, product candidates 
and technologies complementary to our programs or advantageous to our business.

Although not currently approved for subcutaneous administration, we may face competition from generic versions of injectable 
methotrexate offered at substantially lower cost.   Manufacturers may seek approval to market low cost generic products without the 
cost and benefit of an auto injector which could appeal to third-party payers and reduce the market penetration of OTREXUP™.

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There also are numerous competitive products on the market to treat migraines.  There are currently seven triptans marketed in 
the  U.S.  indicated  for  treatment  of  migraine.   Five  are  available  as  generics  and  two  retain  patent  exclusivity.   According  to 
Catamaran,  patent  protection  for  Eletriptan  (Relpax,  Pfizer)  will  expire  in  December  2016,  while  patent  protection  for  Almotriptan 
(Axert, Janssen) ends in June 2017.

Healthcare  professionals  frequently  prescribe  triptans  to  stop  migraine  attacks  ,  such  as  GSK’s  Imitrex  (sumatriptan)  and 
Amerge  (naratriptan);  Pfizer’s  Relpax  (eletriptan),  Merck  &  Co.,  Inc.’s  (“Merck”)  Maxalt  (rizatriptan),  Impax  Laboratories’  Zomig 
(zolmitriptan),  Janssen  Pharmaceuticals’  Axert  (almotriptan),   and  Endo  Pharmaceuticals’  Frova  (frovatriptan)  to  relieve  acute 
symptoms of a migraine attack (Medco claims database study).

Sumatriptan  is  currently  available  in  an  oral  formation,  a  nasal  spray  (Imitrex,  GSK  and  generic),  a  needle  free  injector 
(Sumavel, Astellas/Zogenix), and a transdermal patch (Zecuity, Teva).  Several manufacturers offer versions of injectable sumatriptan 
with  a  delivery  device,  including  GSK  (Imitrex  StatDose),  Pfizer  (Alsuma)  Zogenix,  Inc.  (Sumavel  DosePro),  and  Sun  Pharma 
(generic  sumatriptan  autoinjector)  and  recently  Dr.  Reddy’s  Laboratories  (Zembrace  SymTouch).   Two  companies,  Par 
Pharmaceutical  Companies,  Inc.  and  Sandoz,  market  authorized  generic  versions  of  GSK’s  Imitrex  STATdose.   At  least  three 
companies,  including  Bedford  Labs,  Teva,  and  Fresenius  Kabi  have  FDA  approval  to  market  injection  sumatriptan  in  prefilled 
syringes,  although  we  are  not  aware  of  any  that  presently  market  this  product  configuration.   Additionally,  several  generics 
manufacturers offer injectable sumatriptan in vials.

Continued consolidation in the pharmaceutical  industry, and particularly in the generic pharmaceutical  industry, could impact our 
existing partnerships, products and product candidates  

There are a limited number of companies with sufficient scale and commercial reach to effectively market many of our products. 
Recent  trends  in  the  pharmaceutical  industry  suggest  additional  market  consolidation,  further  concentrating  financial,  technical  and 
market strength and resources and increasing competitive pressure in the industry.   For example, Teva is currently in the process of 
acquiring the generic business of Allergan (formerly Actavis). Since we are presently working with Teva on four products, VIBEX® 
with  epinephrine,  VIBEX®  with  Sumatriptan,  a  pen  product  with  exenatide,  and  an  undisclosed  pen  product,  if  this  transaction  is 
consummated, it is possible that the Federal Trade Commission could require that Teva divest certain of our products as part of the 
transaction. The acquiring party of the product following such a divestiture may have less market power than Teva, resulting in a loss 
of market share and reduced pricing.  Additionally, acquisitions and integrations are time and resource intensive and Teva’s attention 
and resources could be diverted to other acquisition or integration related activities or opportunities which could potentially delay or 
negatively  impact  the  success  of  some  of  our  products  with  Teva.   For  other  products,  increased  consolidation  could  lead  to  more 
intense competition and pricing pressure which could have a result in a substantial decrease in our revenues and harm our operating 
results.  Consolidation may also lead to changes in personnel at our partners, potentially impacting the composition of our relationship 
teams at these partners and leading to material delays in the development and marketing of our products.

Although  we  have  applied  for,  and/or  have  received,  several  patents  and  trademarks,  we  may  be  unable  to  protect  our  intellectual 
property, which would negatively affect our ability to compete.

Our  success  depends,  in  part,  on  our  ability  to  obtain  and  enforce  patents  for  our  products  and  device  technologies  and  to 
preserve  our  trade  secrets  and  other  proprietary  information.   If  we  cannot  do  so,  our  competitors  may  exploit  our  innovations  and 
deprive us of the ability to realize revenues and profits from our developments.

We  currently  hold  numerous  patents  and  have  numerous  patent  applications  pending  in  the  U.S.  and  other  countries.   Our 
current patents may not be valid or enforceable and may not protect us against competitors that challenge our patents, obtain their own 
patents  that  may  have  an  adverse  effect  on  our  ability  to  conduct  business,  or  are  able  to  otherwise  circumvent  our  patents.  
Additionally, our products and technologies are complex and one patent may not be sufficient to protect our products where a series of 
patents  may  be  needed.   Further,  we  may  not  have  the  necessary  financial  resources  to  enforce  or  defend  our  patents  or  patent 
applications.  Even issued patents may later be modified or declared invalid by the U.S. Patent and Trademark Office by analogous 
foreign offices or in legal proceedings. In addition, any patent applications we may have made or may make relating to inventions for 
our  actual  or  potential  products  and  technologies  may  not  result  in  patents  being  issued  or  may  result  in  patents  that  provide 
insufficient or incomplete coverage for our inventions.

To  protect  our  trade  secrets  and  proprietary  technologies  and  processes,  we  rely,  in  part,  on  confidentiality  agreements  with 
employees,  consultants  and  advisors.   These  agreements  may  not  provide  adequate  protection  for  our  trade  secrets  and  other 
proprietary information in the event of any unauthorized use or disclosure, or if others lawfully and independently develop the same or 
similar information.

34

We  may  seek  to  protect  our  patent  rights  by  asserting  an  allegation  of  infringement  against  third  parties.   Patent  litigation  is 
costly and time consuming and the outcome is uncertain.   There is no assurance of success with any patent litigation.   Depending on 
the ultimate outcome of the litigation it may have an adverse effect on results of operations and our market penetration.  For example, 
based  on  a  Medac  press  release  in  January  2014,  we  became  aware  that  Medac  submitted  an  NDA  to  the  FDA  for  an  auto-pen 
containing methotrexate. On February 28, 2014, Antares sued Medac and its foreign parent, medac GmbH (together, “Medac”), in the 
United  States  District  Court  for  the  District  of  Delaware,  alleging  infringement  of  two  of  the  Company’s  patents  for  technology 
regarding an auto injector and an auto injector containing methotrexate.  In April 2015, Antares, Medac, LEO Pharma, Inc. and LEO 
Pharm A/S entered into a settlement agreement pursuant to which the proceedings related to Antares’ patents, as well as patent claims 
filed by Medac against Antares, LEO Pharma and LEO Pharma A/S, were dismissed with prejudice (the “Medac Settlement”). The 
settlement agreement provides for a royalty-free cross-license under the patents named in the proceedings and their families allowing 
the manufacture and sale of OTREXUP (methotrexate) injection and RASUVO in and for the U.S.

Others  may  bring  infringement  claims  against  us,  which  could  be  time-consuming  and  expensive  to  defend  and  the  outcomes 
uncertain.

Third parties may claim that the manufacture, use or sale of our drug delivery technologies infringe their patent rights.  As with 
any litigation where claims may be asserted, we may have to seek licenses, defend infringement actions or challenge the validity of 
those patents in the patent office or the courts.   If these are not resolved favorably, we may not be able to continue to develop and 
commercialize our product candidates.  Even if we were able to obtain rights to a third party’s intellectual property, these rights may 
be  non-exclusive,  thereby  giving  our  competitors  potential  access  to  the  same  intellectual  property.   If  we  are  found  liable  for 
infringement  or  are  not  able  to  have  these  patents  declared  invalid  or  unenforceable,  we  may  be  liable  for  significant  monetary 
damages,  encounter  significant delays in bringing products to market or be precluded from participating  in the manufacture,  use or 
sale of products or methods of drug delivery covered by patents of others.   Any litigation could be costly and time-consuming and 
could divert the attention of our management and key personnel from our business operations.  We may not have identified, or be able 
to identify in the future, U.S. or foreign patents that pose a risk of potential infringement claims.   Ultimately, we may be unable to 
commercialize some of our product candidates as a result of patent infringement claims, which could potentially harm our business.

For  example,  we  incurred  significant  expenses  in  connection  with  our  patent  litigation  with  Medac.  Medac  filed  a  patent 
infringement suit against Antares, LEO Pharma and, its parent company, LEO Pharma A/S in the United State District Court for the 
District of New Jersey. On November 18, 2014, Medac and Medac GmbH filed a motion for preliminary injunction seeking to enjoin 
Antares,  LEO  Pharma and LEO  Pharma  A/S  from selling OTREXUP  in the  U.S., pending the final  resolution of the litigation. On 
July 1, 2014, Antares filed a petition with the Patent Trial and Appeal Board (the “PTAB”) of the U.S. Patent and Trademark Office 
seeking  an  inter  partes  review  of  Medac’s  ’231  patent  challenging  the  validity  of  the’231  patent.  On  January 6,  2015,  the  PTAB 
issued an order instituting an inter partes review of all claims of the ’231 patent.   Medac’s patent claims as well as Antares’ petition 
with the PTAB were dismissed in April 2015 pursuant to the Medac Settlement.  See Legal Proceedings in Part I, Item 3 for a further 
discussion of the litigation.

In November 2008, Meridian Medical Technologies (“Meridian”) received U.S. Patent 7,449,012 (the ‘“012 patent”) relating to 
a specific type of auto injector for use with epinephrine.   On August 28, 2009, King and Meridian had filed suit against Teva in the 
U.S. District Court for the District of Delaware asserting its ‘012 patent.   On October 21, 2009, Teva filed its answer asserting non-
infringement and invalidity of the ‘012 patent.   On November 3, 2011, Meridian and King requested to dismiss their claims against 
Teva involving the '012 patent, and the Court entered the dismissal on November 7, 2011, removing the '012 patent from the litigation.

In September 2010, King received U.S. Patent No. 7,794,432 (the “‘432 patent”) relating to certain features of an auto injector 
for use with epinephrine.   King and Meridian filed an amended complaint, in the same litigation as the ‘012 patent, adding the ‘432 
patent.   Trial  was  held  in  February  and  March,  2012,  and  on  April  26,  2012  the  Company  announced  that  Meridian  Medical 
Technologies, a Pfizer subsidiary, entered into a settlement agreement with  Teva that would resolve pending patent litigation related 
to its abbreviated new drug application  (ANDA) for a generic  epinephrine  auto injector.   According  to the terms of the settlement, 
Teva may launch a generic epinephrine auto injector covered by its ANDA on June 22, 2015 or earlier under certain circumstances, 
subject to receipt of approval from the U.S. Food and Drug Administration.

Under a separate agreement, Teva has agreed to provide the Company with device orders of an undisclosed amount in the years 
2013  and  2014,  to  make  a  milestone  payment  to  the  Company  upon  FDA  approval  of  epinephrine  auto  injector,  and  to  assume  all 
litigation costs related to the patent litigation between Teva and Meridian Medical.  Although the litigation has been settled, there can 
be no assurance that the epinephrine auto injector product will be approved by the FDA or that we will receive a milestone payment or 
royalties in the future under our agreement with Teva.   

Additionally,  we  are  developing  other  products  for  Teva  under  the  ANDA  pathway  and  we  may  in  the  future  pursue  the 
development of other products under the ANDA pathway and there can be no assurance that those products do not follow the same 
type of litigation process of the epinephrine case which could delay or prohibit the launch of those potential products.  These product 

35

candidates are generic versions of pre-existing brand name drugs and we may be exposed to, or threatened with, future litigation by 
third parties having patent or other intellectual  property rights alleging that our partners’ products and/or product candidates and/or 
proprietary technologies infringe their intellectual property rights, including litigation resulting from filing under Paragraph IV of the 
Hatch-Waxman Act. These lawsuits could claim that there are existing patent rights for such drug and this type of litigation can be 
costly and could adversely affect our results of operations and divert the attention of managerial and technical personnel. There is a 
risk that a court would decide that we or our commercialization partners are infringing the third party’s patents and would order us or 
our partners to stop the activities covered by the patents. In addition, there is a risk that a court will order us or our partners to pay the 
other party damages for having violated the other party’s patents. 

Product liability and product recalls could harm our business. 

The development, manufacture, testing, marketing and sale of pharmaceutical products and medical devices are associated with 
significant  risks  of  product  liability  claims  or  recalls.  Side  effects  or  adverse  events  known  or  reported  to  be  associated  with,  or 
manufacturing  defects  in,  the  products  sold  by  us  could  exacerbate  a  patient’s  condition,  or  could  result  in  serious  injury  or 
impairments or even death. This could result in product liability claims and/or recalls of one or more of our products.

Product liability claims may be brought by individuals seeking relief for themselves, or by groups seeking to represent a class of 
injured  patients.  Further,  third  party  payors,  either  individually  or  as  a  putative  class,  may  bring  actions  seeking  to  recover  monies 
spent on one of our products. While we have not had to defend against any product liability claims to date, as sales of our products 
increase, we may have product liability claims made against us. The risk of product liability claims may also increase if a company 
receives a warning letter from a regulatory agency. We cannot predict the frequency, outcome or cost to defend any such claims.

Product liability insurance coverage is expensive, can be difficult to obtain and may not be available in the future on acceptable 
terms,  or  at  all.  Our  product  liability  insurance  may  not  cover  all  of  the  future  liabilities  we  might  incur  in  connection  with  the 
development,  manufacture  or  sale  of  our  products.  In  addition,  we  may  not  continue  to  be  able  to  obtain  insurance  on  satisfactory 
terms or in adequate amounts.

A  successful  claim  or  claims  brought  against  us  in  excess  of  available  insurance  coverage  could  subject  us  to  significant 
liabilities  and could have a material  adverse  effect  on our business, financial  condition,  results  of operations  and growth prospects. 
Such claims could also harm our reputation and the reputation of our products, adversely affecting our ability to market our products 
successfully.  In  addition,  defending  a  product  liability  lawsuit  is  expensive  and  can  divert  the  attention  of  key  employees  from 
operating our business.

Product recalls may be issued at our discretion or at the discretion of our suppliers, government agencies and other entities that 
have regulatory authority for pharmaceutical and medical device sales. Any recall of our products could materially adversely affect 
our business by rendering us unable to sell that product for some time and by adversely affecting our reputation. A recall could also 
result  in  product  liability  claims  by  individuals  and  third  party  payors.  In  addition,  product  liability  claims  could  result  in  an 
investigation  of  the  safety  or  efficacy  of  our  products,  our  manufacturing  processes  and  facilities,  or  our  marketing  programs 
conducted  by  the  FDA,  [the  European  Medicines  Agency  (“EMA”)]  or  the  competent  authorities  of  the  EU  member  states.  Such 
investigations could also potentially lead to a recall of our products or more serious enforcement actions, limitations on the indications 
for which they may be used, or suspension, variation, or withdrawal of approval. Any such regulatory action by the FDA, the EMA or 
the competent authorities of the EU member states could lead to product liability lawsuits as well.

If  we  do  not  have  adequate  insurance  for  product  liability  or  clinical  trial  claims,  then  we  may  be  subject  to  significant  expenses 
relating to these claims.

Our business entails the risk of product liability and clinical trial claims. Although we have not experienced any material claims 
to date, any such claims could have a material adverse impact on our business.  Insurance coverage is expensive and may be difficult 
to  obtain  and  may  not  be  available  in  the  future  on  acceptable  terms,  or  at  all.   We  maintain  product  and  clinical  trial  liability 
insurance  and  evaluate  our  insurance  requirements  on  an  ongoing  basis.   If  we  are  subject  to  a  product  liability  claim,  our  product 
liability  insurance  may  not  reimburse  us,  or  may  not  be  sufficient  to  reimburse  us,  for  any  expenses  or  losses  that  may  have  been 
suffered.   A  successful  product  liability  claim  against  us,  if  not  covered  by,  or  if  in  excess  of  our  product  liability  insurance,  may 
require us to make significant compensation payments, which would be reflected as expenses on our statement of operations.  Adverse 
claim experience for our products or licensed technologies or medical device, pharmaceutical or insurance industry trends may make it 
difficult for us to obtain product liability insurance or we may be forced to pay very high premiums, and there can be no assurance that 
insurance coverage will continue to be available on commercially reasonable terms or at all.  Additionally, if the coverage limits of the 
product liability insurance are not adequate, a claim brought against us, whether covered by insurance or not, could have a material 
adverse effect on our business, results of operations, financial condition and cash flows.

36

If we are unable to retain our key personnel, and continue to attract additional professional staff, we may be unable to maintain or 
expand our business.

Because of the specialized scientific nature of our business, our ability to develop products and to compete with our current and 
future competitors will remain highly dependent, in large part, upon our ability to attract and retain qualified scientific, technical and 
commercial personnel. The loss of key scientific, technical and commercial personnel or the failure to recruit additional key scientific, 
technical  and  commercial  personnel  could  have  a  material  adverse  effect  on  our  business.  While  we  have  employment  agreements 
with our key executives, we cannot assure you that we will succeed in retaining personnel or their services under existing agreements. 
There is intense competition for qualified personnel in the areas of our activities, and we cannot assure you that we will be able to 
continue to attract and retain the qualified personnel necessary for the development of our business.

Our business and operations would suffer in the event of failures in our internal computer systems.

Despite  the  implementation  of  security  measures,  our  internal  computer  systems  and  those  of  our  current  and  any  future 
partners,  contractors  and  consultants  are  vulnerable  to  damage  from  computer  viruses,  unauthorized  access,  attacks  by  computer 
hackers,  natural  disasters,  terrorism,  war  and  telecommunication  and  electrical  failures.  While  we  have  not  experienced  any  such 
material system failure, accident or security breach to date, if such an event were to occur and cause interruptions in our operations, it 
could result in a material disruption of our manufacturing activities, development programs and our business operations. For example, 
the loss of manufacturing records or clinical trial data from completed or future clinical trials could result in delays in our regulatory 
approval  efforts  and  significantly  increase  our  costs  to  recover  or  reproduce  the  data.  To  the  extent  that  any  disruption  or  security 
breach  were  to  result  in  a  loss  of,  or  damage  to,  our  data  or  applications,  or  inappropriate  disclosure  of  confidential  or  proprietary 
information, we could incur liability or damage to our reputation, and the further commercialization and development of our products 
and product candidates could be delayed.

If we make any acquisitions, we will incur a variety of costs and might never successfully integrate the acquired product or business 
into ours.

We might attempt to acquire products or businesses that we believe are a strategic complement to our business model. We might 
encounter  operating  difficulties  and  expenditures  relating  to  integrating  an  acquired  product  or  business.   These  acquisitions  might 
require significant management attention that would otherwise be available for ongoing development of our business.  In addition, we 
might never realize the anticipated benefits of any acquisition. We might also make dilutive issuances of equity securities, incur debt 
or experience a decrease in cash available for our operations, or incur contingent liabilities and/or amortization expenses relating to 
goodwill and other intangible assets, in connection with future acquisitions.

Risks Related to Regulatory Matters

We,  or  our  licensees,  may  incur  significant  time  and  costs  seeking  approval  for  our  products,  which  could  delay  the  realization  of 
revenue and, ultimately, decrease our revenues from such products.

The design, development, testing, manufacturing and marketing of pharmaceutical compounds and medical devices are subject 
to regulation by governmental authorities, including the FDA and comparable regulatory authorities in other countries.  The approval 
process  is  generally  lengthy,  expensive  and  subject  to  unanticipated  delays.   Currently  we,  along  with  our  partners,  are  actively 
pursuing marketing approval for a number of products from regulatory authorities in other countries and anticipate seeking regulatory 
approval from the FDA for products developed internally and pursuant to our license agreements.   In the future we, or our partners, 
may need to seek approval for newly developed products.  Our revenue and profit will depend, in part, on the successful introduction 
and marketing of some or all of such products by our partners or us.

Applicants  for  FDA  approval  often  must  submit  extensive  clinical  data  and  supporting  information  to  the  FDA.  Varying 
interpretations of the data obtained from pre-clinical and clinical testing could delay, limit or prevent regulatory approval of a drug 
product.   Changes in FDA approval policy during the development period, or changes in regulatory review for each submitted NDA 
also  may  cause  delays  or  rejection  of  an  approval.   Even  if  the  FDA  approves  a  product,  the  approval  may  limit  the  uses  or 
“indications” for which a product may be marketed, or may require further studies.   The FDA also can withdraw product clearances 
and approvals for failure to comply with regulatory requirements or if unforeseen problems follow initial marketing.

37

We are developing our own combination products such as VIBEX® QS T (testosterone) and QS M as well as injection devices 
for use with our partner’s drugs.  The regulatory path for approval of such combination products may be subject to review by several 
centers within the FDA and although precedent and guidance exists for the requirements for such combination products, there is no 
assurance that the FDA will not change what it requires or how it reviews such submissions.  Human clinical testing may be required 
by the FDA in order to commercialize these products and devices and there can be no assurance that such trials will be successful. 
Such changes in review processes or the requirement for clinical studies could delay anticipated launch dates or be at a cost which 
makes launching the product or device cost prohibitive for ourselves or our partners. Such delay or failure to launch these products or 
devices could adversely affect our revenues and future profitability.

Additionally, based on the written recommendations from the FDA related to our clinical development program for QS T, we 
launched a supplemental safety study QST-15-005 with additional participants in mid-2015, enrolling its first patients in August 2015.  
We completed enrollment in QST-15-005 in early November 2015.  We believe that, upon successful completion, QST-15-005 should 
satisfy the FDA’s previous recommendation that we create a larger safety base of subjects exposed to QS T.  However, the FDA may 
have additional recommendations or require further trials and the timing, cost and design of any such study could negatively affect our 
business if we incur significant costs or delays.  Products of this nature normally carry with them the need to monitor safety in an on-
going manner, called a Risk Evaluation Mitigation Strategy, or REMS.  The REMS for testosterone products is well-defined, and a 
class-labeling letter has been issued to all approved testosterone replacement products that will likely include being part of a clinical 
outcomes trial intended to explore cardiovascular risks.

Our business and product development may also be adversely affected by the result and timing of the FDA’s review of Teva’s 
ANDA for its epinephrine product and exenatide pen product as we cannot market or sell our injector for use with these drug products 
in  the  U.S.  until  they  have  been  approved  by  the  FDA.  Teva  submitted  an  amendment  to  the  VIBEX®  epinephrine  pen  ANDA  in 
December 2014 and received a CRL from the FDA in February 2016 in which, according to Teva, the FDA identified certain major 
deficiencies.  Teva is evaluating the CRL and intends to submit a response. Due to the major nature of the CRL, Teva expects that its 
epinephrine product will be substantially delayed from their previously anticipated launch date in the second half of 2016 and that any 
launch will not take place before 2017. Additionally, Teva is attempting to get an “AB” therapeutic equivalence rating for VIBEX® 
with epinephrine, which would allow for substitution of their generic for Mylan’s branded product at the pharmacy.  If Teva does not 
attain the AB rating, the revenue potential for VIBEX® with epinephrine may be more limited than if an “AB” rating is attained.    In 
January  2015,  Mylan  Specialty,  L.P.  submitted  a  Citizen  Petition  to  FDA  requesting  that  FDA  not  approve  Teva’s  ANDA  for  a 
generic  epinephrine  auto  injector  until  a  rigorous  review  under  the  established  standards  for  proposed  generic  emergency  use  auto 
injectors is conducted.

In  other  jurisdictions,  we,  and  the  pharmaceutical  companies  with  whom  we  are  developing  technologies  (both  drugs  and 
devices), must obtain required regulatory approvals from regulatory agencies and comply with extensive regulations regarding safety 
and quality.   If approvals to market the products are delayed, if we fail to receive these approvals, or if we lose previously received 
approvals,  our  revenues  may  not  materialize  or  may  decline.   We  may  not  be  able  to  obtain  all  necessary  regulatory  approvals. 
Additionally, clinical data that we generate or obtain from partners from FDA regulatory filings may not be sufficient for regulatory 
filings in other jurisdictions and we may be required to incur significant costs in obtaining those regulatory approvals.

The 505(b)(2) and 505(j) (ANDA) regulatory pathway for many of our potential products is uncertain and could result in unexpected 
costs and delays of approvals.

Drug/device combination products indicated for the treatment of systemic or local conditions, respectively, are regulated by the 
FDA in the U.S. and other similar regulatory agencies in other countries as drug products.  Drug/device combination products may not 
be marketed in the U.S. until they have been demonstrated to be safe and effective.   The regulatory approval routes for drug/device 
combination  products  include  the  filing  of  an  NDA  for  new  drugs,  new  indications  of  approved  drugs  or  new  dosage  forms  of 
approved drugs.  Alternatively, these dosage forms can obtain marketing approval as a filing under Section 505(b)(2) where there is an 
acceptable reference product or as a generic product by the filing of an ANDA, providing the new generic product is bioequivalent to 
and has the same labeling as a comparable approved product.  The combination of the drug, its dosage form and label claims and FDA 
requirement will ultimately determine which regulatory approval route will be required.

38

Many  of  our  drug/device  combination  product  candidates  may  be  developed  via  the  505(b)(2)  or  the  ANDA  route.  Both  the 
505(b)(2) and ANDA regulatory pathways are continually evolving and advice provided in the present is based on current standards, 
which may or may not be applicable when we potentially submit an NDA or an ANDA.  Additionally, it is customary to reference the 
most similar predicate products when submitting a 505(b)(2) or ANDA application in order to potentially reduce testing requirements.  
However, it is important to know that:





should a more appropriate reference product(s) be approved by the FDA at any time before or during the review of our 
NDA, we would be required to submit a new application referencing the more appropriate product; and

the FDA cannot disclose whether such predicate product(s) is under development or has been submitted at any time during 
another company’s review cycle.

Drug delivery systems such as injectors are reviewed by the FDA and may be legally marketed as a medical device or may be 
evaluated as part of the drug approval process.    Combination drug/device products raise unique scientific, technical and regulatory 
issues. The FDA has established the Office of Combination Products (“OCP”) to address the challenges associated with the review 
and regulation of combination products. The OCP assists in determining strategies for the approval of drug/delivery combinations and 
assuring  agreement  within  the  FDA  on  review  responsibilities.   We  may  seek  approval  for  a  product  including  an  injector  and  a 
generic pharmaceutical by filing an ANDA claiming bioequivalence and the same labeling as a comparable referenced product or as a 
filing under Section 505(b)(2) if there is an acceptable reference product.  In reviewing the ANDA filing, the agency may decide that 
the unique nature of combination products allows them to dispute the claims of bioequivalence and/or same labeling resulting in our 
re-filing the application under Section 505(b)(2).   If such combination products require filing under Section 505(b)(2) we may incur 
delays in product approval and may incur additional costs associated with testing including clinical trials.   The result of an approval 
for a combination product under Section 505(b)(2) may result in additional selling expenses and a decrease in market acceptance due 
to the lack of substitutability by pharmacies or formularies.  In addition, approval under the 505(b)(2) or ANDA regulatory pathway is 
not a guarantee of an exclusive position for the approved product in the marketplace.

If the use of our injection devices require additions to or modifications of the drug labeling regulated by the FDA, the review of 
this labeling may be undertaken by the FDA’s Office of Surveillance and Epidemiology (“OSE”).   Additionally, the instructions for 
use  (“IFU”)  for  a  device  in  a  drug/device  combination  product  are  also  reviewed  for  accuracy,  ease  of  use  and  educational 
requirements.   These  reviews  could  increase  the  time  needed  for  review  completion  of  a  successful  application  and  may  require 
additional studies, such as usage studies, to establish the validity of the instructions.   Such reviews and requirement may extend the 
time necessary for the approval of drug-device combinations.   Such was the case for the approval of our needle-free device for use 
with hGH.  The approval process took much more time than contemplated.

Accordingly,  these  regulations  and  the  FDA’s  interpretation  of  them  might  impair  our  ability  to  obtain  product  approval  in  a 

reasonable time, or at all, or effectively market our products.

Our business could be harmed if we fail to comply with regulatory requirements and, as a result, are subject to sanctions.

If  we,  or  pharmaceutical  companies  with  whom  we  are  developing  technologies  or  who  are  manufacturing  products  on  our 
behalf, fail to comply with applicable regulatory requirements, the pharmaceutical companies, and we, may be subject to sanctions, 
including the following:

















warning letters;

fines;

product seizures, quarantines or recalls;

injunctions;

refusals to permit products to be imported into or exported out of the applicable regulatory jurisdiction;

total or partial suspension of production;

withdrawals of previously approved marketing applications; or

criminal prosecutions.

39

Any relationships with healthcare professionals, principal investigators, consultants, customers (actual and potential) and third-party 
payors  in  connection  with  our  current  and  future  business  activities  are  and  will  continue  to  be  subject,  directly  or  indirectly,  to 
federal and state healthcare fraud and abuse laws, false claims laws, marketing expenditure tracking and disclosure (or “sunshine”) 
laws,  government  price  reporting,  and  health  information  privacy  and  security  laws.  If  we  are  unable  to  comply,  or  have  not  fully 
complied, with such laws, we could face penalties, contractual damages, reputational harm, diminished profits and future earnings.

Our business operations and activities may be directly, or indirectly, subject to various federal, state and local fraud and abuse 
laws,  including,  without  limitation,  the  federal  Anti-Kickback  Statute  and  the  federal  False  Claims  Act.  These  laws  may  impact, 
among  other  things,  our  current  activities  with  principal  investigators  and  research  subjects,  as  well  as  proposed  and  future  sales, 
marketing  and  education  programs.  In  addition,  we  may  be  subject  to  patient  privacy  regulation  by  the  federal  government,  state 
governments and foreign jurisdictions in which we conduct our business. The laws that may affect our ability to operate include, but 
are not limited to:

















the  federal  Anti-Kickback  Statute,  which  prohibits,  among  other  things,  knowingly  and  willfully  soliciting,  receiving, 
offering or paying any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in 
cash or in kind, to induce, or in return for, the referral of an individual for the furnishing or arranging for the furnishing of 
any item or service, or the purchase, lease, order, arrangement for, or recommendation of the purchase, lease, or order of 
any  good,  facility,  item  or  service  for  which  payment  may  be  made,  in  whole  or  in  part,  under  a  federal  healthcare 
program, such as the Medicare and Medicaid programs;

the civil federal False Claims Act, which imposes civil penalties, including through civil whistleblower or qui tam actions, 
against  individuals  or  entities  for,  among  other  things,  knowingly  presenting,  or  causing  to  be  presented,  to  the  federal 
government, claims for payment that are false or fraudulent; knowingly making, using or causing to be made or used, a 
false record or statement to get a false or fraudulent claim paid or approved by the government; conspiring to defraud the 
government by getting a false or fraudulent claim paid or approved by the government; or knowingly making, using or 
causing to be made or used a false record or statement to avoid, decrease or conceal an obligation to pay money to the 
federal government;

the criminal federal False Claims Act, which imposes criminal fines or imprisonment against individuals or entities who 
make or present a claim to the government knowing such claim to be false, fictitious or fraudulent;

the  civil  monetary  penalties  statute,  which  imposes  penalties  against  any  person  or  entity  who,  among  other  things,  is 
determined  to  have  presented  or  caused  to  be  presented  a  claim  to  a  federal  health  program  that  the  person  knows  or 
should know is for an item or service that was not provided as claimed or is false or fraudulent;

the  Veterans  Health  Care  Act  of  1992  that  requires  manufacturers  of  “covered  drugs”  to  offer  them  for  sale  to  certain 
federal agencies, including but not limited to, the Department of Veterans Affairs, on the Federal Supply Schedule, which 
requires compliance with applicable federal procurement laws and regulations and subjects manufacturers to contractual 
remedies as well as administrative, civil and criminal sanctions;

the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which created new federal criminal 
statutes  that  prohibit  knowingly  and  willfully  executing,  or  attempting  to  execute,  a  scheme  to  defraud  any  healthcare 
benefit  program  or  obtain,  by  means  of  false  or  fraudulent  pretenses,  representations  or  promises,  any  of  the  money  or 
property  owned  by,  or  under  the  custody  or  control  of,  any  healthcare  benefit  program,  regardless  of  the  payor  (e.g., 
public  or  private),  knowingly  and  willfully  embezzling  or  stealing  from  a  health  care  benefit  program,  willfully 
obstructing  a  criminal  investigation  of  a  health  care  offense  and  knowingly  and  willfully  falsifying,  concealing  or 
covering  up  by  any  trick  or  device  a  material  fact  or  making  any  materially  false  statements  in  connection  with  the 
delivery of, or payment for, healthcare benefits, items or services  relating to healthcare matters;

HIPAA,  as  amended  by  the  Health  Information  Technology  for  Economic  and  Clinical  Health  Act  of  2009,  and  their 
respective  implementing  regulations,  which  impose  requirements  on  certain  covered  healthcare  providers,  health  plans 
and healthcare clearinghouses as well as their respective business associates that perform services for them that involve 
individually identifiable health information, relating to the privacy, security and transmission of individually identifiable 
health information without appropriate authorization, including mandatory contractual terms as well as directly applicable 
privacy and security standards and requirements;

the  federal  Physician  Payment  Sunshine  Act,  created  under  the  PPACA,  and  its  implementing  regulations  requires 
manufacturers  of  drugs,  devices,  biologicals  and  medical  supplies  for  which  payment  is  available  under  Medicare, 
Medicaid  or  the  Children’s  Health  Insurance  Program  (with  certain  exceptions)  to  report  annually  to  the  United  States 
Department of Health and Human Services information related to payments or other transfers of value made to physicians 
(defined  to  include  doctors,  dentists,  optometrists,  podiatrists  and  chiropractors)  and  teaching  hospitals,  as  well  as 
ownership and investment interests held by physicians and their immediate family members, with data collection required 
beginning  August  1,  2013  and  reporting  to  CMS  required  by  March  31,  2014  and  by  the  90th  day  of  each  subsequent 
calendar year;

40











federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that 
potentially harm consumers;

federal government price reporting laws, changed by the PPACA to, among other things, increase the minimum Medicaid 
rebates  owed  by  most  manufacturers  under  the  Medicaid  Drug  Rebate  Program  and  offer  such  rebates  to  additional 
populations, that require us to calculate and report complex pricing metrics to government programs, where such reported 
prices  may  be  used  in  the  calculation  of  reimbursement  and/or  discounts  on  our  marketed  drugs.  Participation  in  these 
programs  and  compliance  with  the  applicable  requirements  may  subject  us  to  potentially  significant  discounts  on  our 
products, increased infrastructure costs and potentially limit our ability to offer certain marketplace discounts and failure 
to report accurate pricing information exposes us to federal False Claims Act liability;

the  Foreign  Corrupt  Practices  Act,  a  U.S.  law  which  regulates  certain  financial  relationships  with  foreign  government 
officials (which could include, for example, certain medical professionals);

state  law  equivalents  of  each  of  the  above  federal  laws,  such  as  anti-kickback,  false  claims,  consumer  protection  and 
unfair  competition  laws  which  may  apply  to  our  business  practices,  including  but  not  limited  to,  research,  distribution, 
sales and marketing arrangements as well as submitting claims involving healthcare items or services reimbursed by any 
third-party payors, including commercial  insurers; state laws that require pharmaceutical  companies to comply with the 
pharmaceutical  industry’s  voluntary  compliance  guidelines  and  the  relevant  compliance  guidance  promulgated  by  the 
federal  government  that  otherwise  restricts  payments  that  may  be  made  to  healthcare  providers;  state  laws  that  require 
drug manufacturers to file reports with states regarding marketing  information, such as the tracking and reporting of gifts, 
compensations and other remuneration and items of value provided to healthcare professionals and entities (compliance 
with such requirements may require investment in infrastructure to ensure that tracking is performed properly, and some 
of these laws result in the public disclosure of various types of payments and relationships, which could potentially have a 
negative  effect  on  our  business  and/or  increase  enforcement  scrutiny  of  our  activities);  and  state  laws  governing  the 
privacy and security of health information in certain circumstances, many of which differ from each other in significant 
ways, with differing effects; and

the  Drug  Supply  Chain  Security  Act  of  2013  imposes  new  obligations  on  manufacturers  of  pharmaceutical  products, 
among  others,  related  to  product  tracking  and  tracing,  and  will  be  implemented  over  a  10-year  period.   Among  the 
requirements of this legislation, manufacturers will be required to provide certain information regarding the drug products 
to individuals and entities to which product ownership is transferred, label drug product with a product identifier, and keep 
certain records regarding the drug product.  The transfer of information to subsequent product owners by manufacturers 
will eventually be required to be done electronically.  Manufacturers will also be required to verify that purchasers of the 
manufacturers'  products  are  appropriately  licensed.   Further,  under  this  new  legislation,  manufactures  will  have  drug 
product investigation, quarantine, disposition, and notification responsibilities related to counterfeit, diverted, stolen, and 
intentionally  adulterated  products,  as  well  as  products  that  are  the  subject  of  fraudulent  transactions  or  which  are 
otherwise unfit for distribution such that they would be reasonably likely to result in serious health consequences or death.

Changes in healthcare law and implementing regulations, including those based on recently enacted legislation, as well as changes in 
healthcare policy, may impact our business in ways that we cannot currently predict and these changes could have a material adverse 
effect on our business and financial condition.

The  Patient  Protection  and  Affordable  Care  Act,  as  amended  by  the  Health  Care  and  Education  Reconciliation  Act  of  2010 
(together  “the  Healthcare  Reform  Act”),  is  a  sweeping  measure  intended  to  expand  healthcare  coverage  within  the  United  States, 
primarily through the imposition of health insurance mandates on employers and individuals and expansion of the Medicaid program. 
This law substantially changes the way healthcare is financed by both governmental and private insurers, and significantly impacts the 
pharmaceutical  industry. The Healthcare  Reform Act contains a number of provisions that are expected to impact our business and 
operations,  in  some  cases  in  ways  we  cannot  currently  predict.  Changes  that  may  affect  our  business  include  those  governing 
enrollment in federal healthcare programs, reimbursement changes, benefits for patients within a coverage gap in the Medicare Part D 
prescription  drug  program  (commonly  known  as  the  “donut  hole”),  rules  regarding  prescription  drug  benefits  under  the  health 
insurance  exchanges,  changes  to  the  Medicare  Drug  Rebate  program,  expansion  of  the  Public  Health  Service’s  340B  drug  pricing 
discount  program,  fraud  and  abuse  and  enforcement.  These  changes  will  impact  existing  government  healthcare  programs  and  will 
result  in  the  development  of  new  programs,  including  Medicare  payment  for  performance  initiatives  and  improvements  to  the 
physician quality reporting system and feedback program. 

Some  states  have  elected  not  to  expand  their  Medicaid  programs  by  raising  the  income  limit  to  133%  of  the  federal  poverty 
level, as is permitted under the Healthcare Reform Act. For each state that does not choose to expand its Medicaid program, there may 
be  fewer  insured  patients  overall,  which  could  impact  our  sales,  business  and  financial  condition.  Where  Medicaid  patients  receive 
insurance  coverage  under  any  of  the  new  options  made  available  through  the  Healthcare  Reform  Act,  the  possibility  exists  that 
manufacturers  may  be  required  to  pay  Medicaid  rebates  on  drugs  used  under  these  circumstances,  a  decision  that  could  impact 

41

manufacturer revenues. In addition, the federal government has also announced delays in the implementation of key provisions of the 
Healthcare  Reform  Act,  including  the  employer  mandate.  The  implications  of  these  delays  for  our  sales,  business  and  financial 
condition, if any, are not yet clear.

Moreover,  legislative  changes  to  the  Healthcare  Reform  Act  remain  possible.  We  expect  that  the  Healthcare  Reform  Act,  as 
currently enacted or as it may be amended in the future, and other healthcare reform measures that may be adopted in the future, could 
have a material adverse effect on our industry generally and on our ability to maintain or increase sales of our existing products or to 
successfully commercialize our product candidates, if approved.   In addition to the Healthcare Reform Act, there will continue to be 
proposals  by  legislators  at  both  the  federal  and  state  levels,  regulators  and  third  party  payors  to  keep  healthcare  costs  down  while 
expanding individual healthcare benefits. 

To  help  patients  afford  our  product  OTREXUPTM,  we  offer  discount,  rebate  and  co-pay  coupon  programs.   Co-pay  coupon 
programs have received some negative publicity related to their use to promote branded pharmaceutical products over other less costly 
alternatives. In recent years, other pharmaceutical manufacturers have been named in class action lawsuits challenging the legality of 
their co-pay programs under a variety of federal and state laws. In addition, at least one insurer has directed its network pharmacies to 
no  longer  accept  co-pay  coupons  for  certain  specialty  drugs  the  insurer  identified.  Our  co-pay  coupon  programs  could  become  the 
target of similar lawsuits or insurer actions. It is possible that the outcome of litigation against other manufacturers, changes in insurer 
policies  regarding  co-pay  coupons,  and/or  the  introduction  and  enactment  of  new  legislation  or  regulatory  action  could  restrict  or 
otherwise negatively affect these programs.

Our revenues may be limited if the marketing claims asserted about our products are not approved.

Once  a  drug  product  is  approved  by  the  FDA,  the  Office  of  Prescription  Drug  Promotion  (“OPDP”),  the  FDA’s  marketing 
surveillance  department  within  the  Center  for  Drug  Evaluation  and  Research,  must  approve  marketing  claims  asserted  by  our 
pharmaceutical company partners. If we or a pharmaceutical company partner fails to obtain from OPDP acceptable marketing claims 
for a product incorporating our drug technologies, our revenues from that product may be limited.  Marketing claims are the basis for a 
product’s labeling, advertising and promotion. The claims the pharmaceutical company partners are asserting about our drug delivery 
technologies, or the drug product itself, may not be approved by OPDP.

Risks Related to our Common Stock

Future conversions or exercises by holders of options could dilute our common stock.

As of March 1, 2016, we had options outstanding that are exercisable, at exercise prices ranging from $0.47 to $4.54 per share, 
for  an  aggregate  of  approximately  6,876,000  shares  of  our  common  stock.   Purchasers  of  our  common  stock  could  therefore 
experience dilution of their investment upon exercise of the above options.

Sales of our common stock by our officers and directors may lower the market price of our common stock.

As  of  March  1,  2016,  our  officers  and  directors  beneficially  owned  an  aggregate  of  approximately  16,180,000  shares  (or 
approximately  10.2%)  of  our  outstanding  common  stock,  including  stock  options  exercisable  within  60  days.  If  our  officers  and 
directors, or other stockholders, sell a substantial amount of our common stock, it could cause the market price of our common stock 
to decrease.

We do not expect to pay dividends in the foreseeable future.

We intend to retain any earnings in the foreseeable future for our continued growth and, thus, do not expect to declare or pay 

any cash dividends in the foreseeable future.

Our failure to meet the continued listing requirements of the NASDAQ Capital Market could result in a delisting of our common stock.

If we fail to satisfy the continued listing requirements  of the NASDAQ Capital Market, such as the requirement  that we maintain  a 
minimum bid price of at least $1.00 per share, NASDAQ may take steps to de-list our common stock. Such a delisting would likely have a 
negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do 
so. In the event of a delisting, we would expect to seek to take actions to restore our compliance with NASDAQ’s listing requirements, but 
we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market 
price or improve the liquidity of our common stock or prevent our common stock from dropping below the NASDAQ minimum bid price 
requirement in the future.

42

The  market  price  of  our common  stock has been,  and may  continue  to  be  volatile and fluctuate  significantly,  which  could  result  in 
substantial losses for investors. 

The trading price for our common stock has been, and we expect it to continue to be, volatile. The price at which our common 
stock  trades  depends  upon  a  number  of  factors,  including  our  historical  and  anticipated  operating  results,  our  financial  situation, 
announcements of technological innovations or new products by us, our partners or our competitors, our ability or inability to raise the 
additional capital we may need and the terms on which we raise it, and general market and economic conditions. Some of these factors 
are beyond our control. Broad market fluctuations may lower the market price of our common stock and affect the volume of trading 
in our stock, regardless of our financial condition, results of operations, business or prospect.   Among the factors that may cause the 
market price of our common stock to fluctuate are the risks described in this “Risk Factors” section and other factors, including:



































fluctuations in our quarterly operating results or the operating results of our competitors; 

variance in our financial performance from the expectations of investors; 

changes in the estimation of the future size and growth rate of our markets; 

changes  in  accounting  principles  or  changes  in  interpretations  of  existing  principles,  which  could  affect  our  financial 
results; 

failure of our products to achieve or maintain market acceptance or commercial success; 

conditions and trends in the markets we serve; 

changes in general economic, industry and market conditions; 

success of competitive products and services; 

changes in market valuations or earnings of our competitors; 

changes in our pricing policies or the pricing policies of our competitors; 

announcements of significant new products, contracts, acquisitions or strategic alliances by us or our competitors;  

changes in legislation or regulatory policies, practices or actions; 

the commencement or outcome of litigation involving our company, our general industry or both; 

recruitment or departure of key personnel; 

changes in our capital structure, such as future issuances of securities or the incurrence of debt; 

actual or expected sales of our common stock by our stockholders; and 

the trading volume of our common stock. 

In addition, the stock markets, in general, the NASDAQ Capital Market and the market for specialty pharmaceutical companies 
in particular, may experience a loss of investor confidence. Such loss of investor confidence may result in extreme price and volume 
fluctuations  in  our  common  stock  that  are  unrelated  or  disproportionate  to  the  operating  performance  of  our  business,  financial 
condition or results of operations. These broad market and industry factors may materially harm the market price of our common stock 
and  expose  us  to  securities  class  action  litigation.  Such  litigation,  even  if  unsuccessful,  could  be  costly  to  defend  and  divert 
management’s attention and resources, which could further materially harm our financial condition and results of operations.

Anti-takeover  effects  of  certain  certificate  of  incorporation  and  bylaw  provisions  could  discourage,  delay  or  prevent  a  change  in 
control.

Our certificate of incorporation and bylaws could discourage, delay or prevent persons from acquiring or attempting to acquire 
us.   Our  certificate  of  incorporation  authorizes  our  board  of  directors,  without  action  of  our  stockholders,  to  designate  and  issue 
preferred  stock  in  one  or  more  series,  with  such  rights,  preferences  and  privileges  as  the  board  of  directors  shall  determine.   In 
addition, our bylaws grant our board of directors the authority to adopt, amend or repeal all or any of our bylaws, subject to the power 
of the stockholders to change or repeal the bylaws.  In addition, our bylaws limit who may call meetings of our stockholders.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

43

Item 2.

PROPERTIES

We  currently  lease  approximately  13,700  square  feet  of  office  space  in  Ewing,  New  Jersey  for  our  corporate  headquarters 
facility, having amended our lease to add approximately 2,700 square feet, which we occupied beginning in April 2014.   This lease 
will terminate in October 2019.

We  currently  lease  approximately  18,000  square  feet  of  office,  laboratory  and  manufacturing  space  in  Plymouth,  a  suburb  of 

Minneapolis, Minnesota. This lease will terminate in March 2022.

We also lease a small amount of office space in Muttenz, Switzerland.  The lease is month-to-month and requires a three month 

notice prior to termination.

Item 3.

LEGAL PROCEEDINGS

None.

Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

44

PART II

Item 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER 
PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock trades on the NASDAQ Capital Market under the symbol “ATRS”.   The following table sets forth the per 

share high and low closing sales prices of our common stock for each quarterly period during the two most recent fiscal years.

2015:

First Quarter
Second Quarter
Third Quarter
Fourth Quarter

2014:

First Quarter
Second Quarter
Third Quarter
Fourth Quarter

High

Low

 $
 $
 $
 $

 $
 $
 $
 $

2.76   $
2.97   $
2.29   $
1.67   $

4.95   $
3.65   $
2.85   $
2.72   $

2.27 
2.08 
1.64 
1.21 

3.50 
2.67 
1.83 
1.88  

Common Shareholders

As of March 1, 2016, we had 78 shareholders of record of our common stock as well as approximately 15,100 shareholders in 

street name.

For  information  on  securities  authorized  for  issuance  under  our  equity  compensation  see  “Item  12—Security  Ownership  of 

Certain Beneficial Owners and Management and Related Stockholder Matters.” 

Dividends

We  have  not  paid  or  declared  any  cash  dividends  on  our  common  stock  during  the  past  ten  years.  We  have  no  intention  of 

paying cash dividends in the foreseeable future on our common stock.

45

 
 
 
   
 
  
     
  
  
     
  
Performance Graph

The graph below provides an indication of cumulative total stockholder returns (“Total Return”) for the Company as compared 
with  the  NASDAQ  Composite  Index,  the  NASDAQ  Biotechnology  Stock  Index,  the  Amex  Composite  Index,  the  NYSE  Arca 
Biotechnology Index (formerly Amex Biotechnology Index) and the NYSE Arca Pharmaceutical Index weighted by market value at 
each measurement point.  Our common stock began trading on the NASDAQ Capital Market on June 15, 2012 and prior to that time 
was traded on NYSE Amex.   For this reason, we are comparing Total Returns for the Company to indexes from both NASDAQ and 
NYSE Amex.  The graph covers the period beginning December 31, 2010, through December 31, 2015. The graph assumes $100 was 
invested  in  each  of  our  common  stock,  the  NASDAQ  Composite  Index,  the  NASDAQ  Biotechnology  Stock  Index,  the  Amex 
Composite Index, the NYSE Arca Biotechnology Index and the NYSE Arca Pharmaceutical Index on December 31, 2010 (based upon 
the closing price of each). Total Return assumes reinvestment of dividends.

Antares Pharma, Inc.
NASDAQ Composite Index
NASDAQ Biotechnology Stock Index
Amex Composite Index
NYSE Arca Biotechnology Index
NYSE Arca Pharmaceutical Index

December 31,

 $

2010
100.00   $
100.00    
100.00    
100.00    
100.00    
100.00    

2011
129.41   $
98.20    
111.81    
103.17    
84.11    
108.85    

2012
224.12   $
113.82    
147.48    
106.67    
119.22    
120.82    

2013
262.94   $
157.44    
244.24    
109.86    
179.59    
153.02    

2014
151.18   $
178.53    
327.52    
110.68    
265.03    
174.18    

2015

71.18 
188.75 
364.93 
97.32 
293.92 
177.01  

46

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
  
  
  
Item 6.

SELECTED FINANCIAL DATA

The following table summarizes certain selected financial data. The selected financial data is derived from, and is qualified by 
reference to, our audited consolidated financial statements as of and for the years ended December 31, 2015, 2014, 2013, 2012, and 
2011 and should be read in conjunction with those statements (amounts expressed in thousands, except per share amounts). 

Balance Sheet Data:

Cash
Investments
Total assets
Accumulated deficit
Total stockholders’ equity

Statement of Operations Data:

Product sales
Development revenue
Licensing fees
Royalties

Total revenues
Cost of product sales
Cost of development revenue
Gross profit
Research and development
Selling, general and administrative

Total operating expenses

Operating loss
Other income (expense)
Net loss before income taxes
Income tax provision (benefit)
Net loss
Net loss per common share (1) (2)
Weighted average common shares outstanding

2015

2014

At December 31,
2013

2012

2011

 $

 $

32,899 
15,012 
84,562 
(229,107)   
67,043 

 $

34,029 
6,002 
68,773 
(208,448)   
41,196 

 $

39,067 
30,022 
88,932 
(173,296)   
70,714 

 $

52,097 
33,129 
95,527 
(152,789)   
86,551 

19,358 
15,038 
41,963 
(141,362)
31,144  

2015

Year Ended December 31,
2013

2012

2014

2011

 $

 $
 $

 $

27,533 
8,892 
7,242 
1,991 
45,658 
12,925 
6,533 
26,200 
19,731 
26,931 
46,662 
(20,462)   
(22)   
(20,484)   
175 
(20,659)  $
(0.14)  $

 $

13,196 
7,246 
3,709 
2,351 
26,502 
9,360 
1,877 
15,265 
18,638 
31,740 
50,378 
(35,113)   
(14)   
(35,127)   

25 
(35,152)  $
(0.27)  $

 $

10,958 
4,139 
849 
4,672 
20,618 
6,990 
2,207 
11,421 
15,263 
17,008 
32,271 
(20,850)   

43 

(20,807)   
(300)   
(20,507)  $
(0.16)  $

 $

9,138 
7,422 
2,141 
3,874 
22,575 
6,117 
3,403 
13,055 
14,921 
9,585 
24,506 
(11,451)   

24 

(11,427)   

— 
(11,427)  $
(0.10)  $

146,594 

130,550 

126,897 

110,185 

7,630 
4,462 
1,221 
3,145 
16,458 
3,623 
3,174 
9,661 
6,699 
7,399 
14,098 
(4,437)
49 
(4,388)
— 
(4,388)
(0.05)
96,995  

(1) Basic and diluted loss per share amounts are identical as the effect of potential common shares is anti-dilutive.
(2) We have not paid any dividends on our common stock since inception.

47

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with Item 1A. (“Risk Factors”) and our audited consolidated financial 
statements  included  elsewhere  in  this  annual  report.  Some  of  the  statements  in  the  following  discussion  are  forward-looking 
statements. See the discussion about forward-looking statements in Item 1. (“Business”).

Overview

Company and Product Overview

Antares Pharma, Inc. (“Antares,” “we,” “our,” “us” or the “Company”) is an emerging, specialty pharmaceutical company that 
focuses  on  the  development  and  commercialization  of  self-administered  parenteral  pharmaceutical  products  and  technologies, 
including self-administered injectable drugs and topical gel-based products. Our subcutaneous injection technology platforms include 
VIBEX® disposable  pressure-assisted  auto injectors, Vision® reusable  needle-free  injectors, and disposable  multi-use  pen injectors. 
We have multiple internal product development programs as well as significant partnership arrangements with several industry leading 
pharmaceutical  companies.  We  have  formed  strategic  alliances  with  Teva  Pharmaceutical  Industries,  Ltd.  (“Teva”),  Ferring 
Pharmaceuticals  Inc.  and  Ferring  B.V.  (together  “Ferring”),  JCR  Pharmaceuticals  Co.,  Ltd.  (“JCR”),  and  AMAG  Pharmaceuticals, 
Inc.  (“AMAG”).   Through  these  relationships,  we  develop  and  apply  our  drug  delivery  systems  in  collaborations  with  the 
pharmaceutical partners to enhance the partners' drug compounds and delivery methods.

We develop and manufacture novel, pressure-assisted injector devices, with and without needles, which allow patients to self-
inject drugs.   We make a reusable, needle-free spring action injection device, which is marketed through our partner Fering for use 
with human growth hormone (hGH). We have developed variations of the needle-free injector by adding a small shielded needle to a 
pre-filled, single-use disposable injector, called the VIBEX® pressure assisted auto injection system. This system is an alternative to 
the needle-free system for use with injectable drugs in unit dose containers and is suitable for various branded and generic injectables.  
We also developed a disposable multi-dose pen injector for use with standard cartridges.   We have entered into multiple licenses for 
these devices mainly in the United States, Europe and Canada with Teva.

We  launched  our  proprietary  product  OTREXUP™  (methotrexate)  injection,  which  was  the  first  FDA-approved  subcutaneous 
methotrexate  for  once  weekly  self-administration  with  an  easy-to-use,  single  dose,  disposable  auto  injector,  in  February  2014.  
OTREXUP™  is  indicated  for  adults  with  severe  active  rheumatoid  arthritis  (“RA”),  children  with  active  polyarticular  juvenile 
idiopathic  arthritis  (“pJIA”)  and  adults  with  severe  recalcitrant  psoriasis.    To  date,  we  have  received  FDA  approval  for  dosage 
strengths of 7.5 mg, 10 mg, 15 mg, 20 mg and 25 mg of OTREXUP™.

Overview of Clinical and Regulatory Developments

In  December  2015,  the  FDA  approved  our  Abbreviated  New  Drug  Application  (ANDA)  for  4  mg/0.5  mL  and  6  mg/0.5  mL 
Sumatriptan Injection USP, indicated for adults for the acute treatment of migraine and cluster headache.  Sumatriptan Injection USP 
represents the Company’s first ANDA approval of a complex generic and second product approved using the VIBEX® auto injector 
platform.  The VIBEX® Sumatriptan product will be distributed under the terms of a license, supply and distribution arrangement with 
Teva, and is currently expected to be launched in 2016.

We  are  collaborating  with  Teva  on  a  combination  product  development  project  for  a  VIBEX®  auto  injector  pen  containing 
epinephrine.   Teva  submitted  an  amendment  to  the  VIBEX®  epinephrine  pen  ANDA  in  December  2014  and  received  a  Complete 
Response  Letter  (“CRL”)  from  the  FDA  on  February  23,  2016  in  which,  according  to  Teva,  the  FDA  identified  certain  major 
deficiencies.  Teva is evaluating the CRL and intends to submit a response. Due to the major nature of the CRL, Teva expects that its 
epinephrine product will be substantially delayed from their previously anticipated launch date in the second half of 2016 and that any 
launch will not take place before 2017.

Our other combination product development projects in collaboration with Teva include VIBEX® exenatide multi-dose pen, and 
another  undisclosed  multi-dose  pen.  Teva  filed  an  ANDA  for  exenatide,  which  was  accepted  by  the  FDA  in  October  2014  and  is 
currently under FDA review.  

48

We  are  currently  conducting  clinical  studies  of  VIBEX®  QS  T,  for  testosterone  replacement  therapy.   In  February  2015,  we 
announced positive top-line pharmacokinetic results that showed that the primary endpoint was achieved in the Company’s ongoing, 
multi-center,  phase  3  clinical  study  (QST-13-003)  evaluating  the  efficacy  and  safety  of  testosterone  enanthate  administered  once-
weekly  by  subcutaneous  injection  using  the  QuickShot®   auto  injector  in  testosterone  deficient  adult  males.   In  October  2015,  we 
announced  that  the  last  patient  in  study  QST-13-003  received  their  week  52  treatment,  which  marked  the  end  of  the  treatment  and 
follow up phase of this study.  Based upon a written response we received from the FDA related to our clinical development program 
for  QS  T,  we  are  currently  conducting  an  additional  study,  QST-15-005,  to  support  the  filing  of  our  NDA  for  QS  T.   The  study 
includes  a  screening  phase,  a  treatment  titration  phase  and  a  treatment  phase  for  evaluation  of  safety  and  tolerability  assessments, 
including laboratory assessments, adverse events and injection site assessments.   We completed enrollment in study QST-15-005 in 
October 2015 and anticipate that the last patient in the study will complete their final visit in the second quarter of 2016.

Critical Accounting Policies and Use of Estimates

The  following  discussion  and  analysis  of  our  results  of  operations  and  financial  condition  is  based  upon  our  consolidated 
financial  statements,  which  have  been  prepared  in  accordance  with  U.S.  generally  accepted  accounting  principles  (“GAAP”.)  The 
preparation  of  these  financial  statements  requires  us  to  make  judgments  and  estimates  that  affect  the  reported  amounts  of  assets, 
liabilities,  revenues  and  expenses.  We  base  our  estimates  on  historical  experience  and  on  various  other  factors  that  we  believe  are 
reasonable under the circumstances.  Actual results could differ from our estimates, and significant variances could materially impact 
our financial condition and results of operations.

Our significant accounting policies are more fully described in the notes to our consolidated financial statements included in this 
Annual Report on Form 10-K.   We believe the following accounting policies to be the most critical to understanding our results of 
operations and financial condition because they require the most subjective and complex judgments.  

Revenue Recognition

We  generate  revenue  from  the  sale  of  products,  research  and  development  projects,  license  fees  and  royalties.   Revenue  is 
recognized  when all of the following criteria  are met: persuasive evidence  of the arrangement  exists; delivery has occurred and we 
have no remaining obligations; the fee is fixed or determinable; and collectability is reasonably assured. 

We  enter  into  contracts  with  customers  and  partners  that  often  contain  multiple  elements  such  as  licensing,  development, 
manufacturing  and  commercialization  components.   These  arrangements  are  often  complex  and  we  may  receive  various  types  of 
consideration,  including:  up-front  fees,  reimbursements  for  research  and  development  services,  milestone  payments,  payments  on 
product shipments, license fees and royalties.

In  assessing  our  revenue  arrangements,  we  must  identify  each  deliverable  and  evaluate  whether  or  not  each  deliverable  has 
stand-alone  value  to  our  customer.  Based  on  this  evaluation,  deliverables  are  separated  into  units  of  accounting  and  contract 
consideration is allocated to each unit of accounting in the arrangement at the inception of the contract based on the relative selling 
price  of  each  of  the  deliverables.   The  preferred  hierarchy  for  establishing  the  stand  alone  selling  price  of  a  deliverable  is  vendor 
specific objective evidence (VSOE), or third-party evidence (TPE) if VSOE is not available.  However, management must often make 
its best estimate of the standalone selling price when neither VSOE nor TPE is available.  The estimate of selling price is established 
considering multiple factors including, but not limited to, historical pricing on similar contracts.

Our contracts with customers often include refundable or non-refundable cash payments we receive in the form of upfront or 
milestone payments.  Revenue may not be immediately recognizable due to the nature, term and future deliverables of the respective 
arrangement, and certain portions may be deferred over an extended period. Subsequent factors could affect the initial estimate of the 
effective terms of agreements and could either increase or decrease the amount and timing of the deferred revenue to be recognized. 
See further discussion and analysis of the impact of deferred revenue in the “Results of Operations” section below.

49

Revenue Recognition - OTREXUP™

In  2014,  we  began  detailing  OTREXUP™  to  healthcare  professionals  in  the  U.S.  and  began  shipping  to  wholesale 
pharmaceutical distributors, subject to rights of return within a period beginning six months prior to, and ending 12 months following, 
product  expiration.   Given  the  limited  sales  history  of  OTREXUP™,  we  currently  cannot  reliably  estimate  expected  returns  of  the 
product at the time of shipment. Accordingly, we defer recognition of revenue on product shipments of OTREXUP™ until the right of 
return  no  longer  exists,  which  occurs  at  the  earlier  of  the  time  OTREXUP™  units  are  dispensed  through  patient  prescriptions  or 
expiration  of  the  right  of  return.  Units  dispensed  are  generally  not  subject  to  return,  except  in  the  rare  cases  where  the  product 
malfunctions or the product is damaged in transit. We estimate patient prescriptions dispensed using third-party market prescription 
data.   These  third-party  sources  poll  pharmacies,  hospitals,  mail  order  and  other  retail  outlets  for  OTREXUP™  prescriptions  and 
project  this  sample  on  a  national  level.  If  we  underestimate  or  overestimate  patient  prescriptions  dispensed  for  a  given  period, 
adjustments to revenue may be necessary in future periods.

We  will  continue  to  recognize  revenue  upon  the  earlier  to  occur  of  prescription  units  dispensed  or  expiration  of  the  right  of 
return until we have sufficient history to estimate product returns. When we are able to reasonably estimate our product returns, we 
will  recognize  a  one-time  increase  in  net  revenue  related  to  the  recognition  of  revenue  previously  deferred,  net  of  appropriate 
allowances  for  estimated  returns  and  product  sales  allowances,  including  wholesaler  discounts,  prompt  pay  discounts,  chargebacks, 
rebates and patient discount programs, as further described below.

Product Sales Allowances

We  recognize  product  sales  allowances  as  a  reduction  of  product  sales  in  the  same  period  the  related  revenue  is  recognized. 
Product sales allowances are based on amounts owed or to be claimed on the related sales. These estimates take into consideration the 
terms of our agreements with customers and third-party payors and the levels of inventory within the distribution channels that may 
result  in  future  rebates  or  discounts  taken.  In  certain  cases,  such  as  patient  support  programs,  we  recognize  the  cost  of  patient 
discounts as a reduction of revenue based on estimated utilization. If actual future results vary, we may need to adjust these estimates, 
which could have an effect on product revenue in the period of adjustment. Our product sales allowances include:

Wholesaler  Distribution  Fees.  We  pay  distribution  fees  to  certain  wholesale  distributors  based  on  contractually  determined 
rates. We accrue the fee on shipment to the respective wholesale distributors and recognize the fee as a reduction of revenue in the 
same period the related revenue is recognized.

Prompt Pay Discounts. We offer cash discounts to our customers, generally 2% of the sales price, as an incentive for prompt 
payment.  We  account  for  cash  discounts  by  reducing  accounts  receivable  by  the  prompt  pay  discount  amount  and  recognize  the 
discount as a reduction of revenue in the same period the related revenue is recognized.

Chargebacks.  We  provide  discounts  primarily  to  authorized  users  of  the  Federal  Supply  Schedule  (“FSS”)  of  the  General 
Services  Administration  under  an  FSS  contract  negotiated  by  the  Department  of  Veterans  Affairs  and  various  organizations  under 
Medicaid  contracts  and  regulations.  These  entities  purchase  products  from  the  wholesale  distributors  at  a  discounted  price,  and  the 
wholesale distributors then charge back the difference between the current wholesale acquisition cost and the price the entity paid for 
the product. We estimate and accrue chargebacks based on estimated wholesaler inventory levels, current contract prices and historical 
chargeback activity. Chargebacks are recognized as a reduction of revenue in the same period the related revenue is recognized.

Rebates. We participate in certain rebate programs, which provide discounted prescriptions to qualified insured patients.  Under 
these rebate programs, we pay a rebate to the third-party administrator of the program, generally two to three months after the quarter 
in  which  prescriptions  subject  to  the  rebate  are  filled.  We  estimate  and  accrue  for  these  rebates  based  on  current  contract  prices, 
historical and estimated future percentages of product sold to qualified patients.   Rebates are recognized as a reduction of revenue in 
the same period the related revenue is recognized.

Patient Discount Programs. We offer discount card programs to patients for OTREXUP™ in which patients receive discounts on 
their prescriptions. We utilize a contract service provider to process and pay claims to patients for actual coupon usage.   We make 
estimates  of  actual  coupon  usage  based  on  previous  experience  and  recognize  the  discount  as  a  reduction  of  revenue  in  the  same 
period the related revenue is recognized.

Inventory Valuation

Inventory is valued using the first-in, first-out method, assuming full absorption of direct and indirect manufacturing costs and 

normal capacity utilization of our internal manufacturing operations.

50

We state inventories at the lower of cost or market. Inventory valuation is based on our judgment of probable future commercial 
use and net realizable value. We continually evaluate and provide reserves for inventory on hand that is in excess of expected future 
demand. These reserves are based on estimates of forecasted product demand and the likelihood of consumption in the normal course 
of  business,  considering  the  expiration  dates  of  the  inventories  on  hand,  planned  production  volumes  and  lead  times  required  for 
restocking  of  customer  inventories.  Although  we  make  every  effort  to  ensure  that  our  forecasts  and  assessments  are  reasonable, 
changes  to  these  assumptions  are  possible.  In  such  cases,  our  estimates  may  prove  inaccurate  and  result  in  an  understatement  or 
overstatement of the reserves required to fairly state such inventories.

Valuation of Long-Lived and Intangible Assets

Long-lived  assets, including patent  rights,  are  reviewed  for impairment  on a periodic  basis  or whenever events  or changes  in 
circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held 
and  used  is  measured  by  a  comparison  of  the  carrying  amount  of  an  asset  to  future  undiscounted  net  cash  flows  expected  to  be 
generated by the asset or asset group. This analysis can be very subjective; however, we utilize the expected future undiscounted cash 
flows  from  signed  contracts  with  customers  to  substantiate  the  recoverability  of  our  long-lived  assets.  If  the  sum  of  the  of  the 
undiscounted cash flows is less than the carrying amount of the assets, the impairment to be recognized is measured by the amount by 
which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the 
carrying amount or fair value less costs to sell.

Management's estimates of fair value of long-lived and intangible assets are based upon assumptions believed to be reasonable. 
Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual 
results.

Share-Based Compensation

The  Company  grants  share  based  compensation  awards  to  employees,  directors  and  officers  in  the  form  of  stock  options, 
restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”).    Stock-based compensation cost is measured 
at the grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period on 
a straight line basis. The fair value of the stock options is estimated using the Black-Scholes valuation model. The fair values of RSU 
and PSU grants containing service or performance conditions are equal to the market value of the Company’s Common Stock on the 
date of grant.  The fair value of PSUs containing a market condition are estimated using a Monte Carlo simulation and compensation 
expense is recognized over the requisite service period on a straight-line basis.

The  determination  of  fair  value  of  share-based  payment  awards  and  related  compensation  expense  on  the  grant  date  requires 
significant  judgment.   Stock  compensation  expense  is  based  on  awards  ultimately  expected  to  vest,  and  accordingly,  it  has  been 
reduced  by an  estimate  for future  forfeitures. Forfeitures  are  estimated  at the time  of grant  and  revised, if  necessary,  in subsequent 
periods if actual forfeitures differ from those estimates.   Judgment is also involved in determining when performance based awards 
become  probable  of  achievement,  which  affects  the  timing  and  amount  of  expense  recognition.   Assumptions  concerning  the 
Company’s stock price volatility and projected employee exercise behavior over the contractual life of the award could significantly 
impact the estimated fair value of an award.

Results of Operations

Years Ended December 31, 2015, 2014 and 2013

We are a growing, revenue generating company focused on the development of complex drug device combination products and 
providing  customized  pressure-assisted  auto  injectors  and  disposable  multi-dose  pen  injector  technology.   We  reported  consecutive 
year-over-year increases in our revenue and gross profit for the years ended December 31, 2015, 2014 and 2013.   We reported a net 
loss  of  $20,658,846  ($0.14  per  share)  for  the  year  ended  December  31,  2015  as  compared  to  $35,151,715  ($0.27  per  share)  and 
$20,506,776 ($0.16 per share) for the years ended December 31, 2014 and 2013, respectively.   The following is a discussion of our 
results of operations on a comparative basis.

51

Revenues

OTREXUP™
Needle-free injector devices and components
Auto injector and pen injector devices
Other product sales
Total product sales
Development revenue
Licensing revenue
Royalties
Total revenue

2015
 $ 13,249,715 
   4,203,372 
   10,079,955 
— 
   27,533,042 
   8,892,121 
   7,242,030 
   1,990,907 
 $ 45,658,100 

2014
 $ 7,309,603 
   4,409,158 
   1,476,816 
— 
   13,195,577 
   7,246,080 
   3,708,938 
   2,351,070 
 $ 26,501,665 

2013

— 
 $
   3,495,992 
   6,952,072 
509,868 
   10,957,932 
   4,139,672 
849,185 
   4,671,711 
 $ 20,618,500  

Total  revenues  for  the  year  ended  December  31,  2015  grew  to  $45,658,100,  as  compared  to  $26,501,665  for  the  year  ended 
December  31, 2014, an increase  of $19,156,435 or 72% on a year-over-year  basis.  Total  revenue for the year ended December  31, 
2014 increased by $5,883,165 or 29% as compared to the year ended December 31, 2013.   The following is a detailed discussion of 
the components of revenue.

OTREXUP™

We launched OTREXUP™ and began recognizing product revenues based on patient prescriptions beginning in the first quarter 
of  2014.   We  sell  OTREXUP™  in  a  package  of  four  pre-filled,  single-dose  disposable  auto  injectors  to  wholesale  pharmaceutical 
distributors, our customers.  Sales to our customers are subject to specified rights of return. We currently defer recognition of revenue 
on product shipments of OTREXUP™ to our customers until the right of return no longer exists, which occurs at the earlier of the time 
OTREXUP™ units are dispensed through patient prescriptions or expiration of the right of return.

We  have  achieved  a  relatively  steady  growth  rate  in  prescriptions  and  sales  of  OTREXUP™  from  the  time  of  our  launch  in 
February  2014  through  the  year  ended  December  31,  2015.   For  the  years  ended  December  31,  2015  and  2014,  we  recognized 
$13,249,715 and $7,309,603, respectively, related to the sale of OTREXUP™ based on prescription data, representing an increase of 
81% on a year over year basis.  We believe the increase is primarily attributable to our increased sales and marketing efforts, including 
the expansion and penetration of our sales force, and an increase in prescriber education and acceptance. In addition, due to the timing 
of  our  launch  of  OTREXUP™  in  February  2014,  the  2014  revenue  included  approximately  ten  full  months  of  prescription  sales  as 
compared to a full year of prescription sales in 2015.

At December 31, 2015 and 2014, we had deferred revenue of $1,064,874 and $1,061,947, respectively, for OTREXUP™ product 
shipments  sold  to  wholesalers,  which  is  net  of  estimated  wholesaler  fees,  stocking  allowances,  prompt  pay  discounts,  rebates  and 
patient  discount  programs.  We  will  continue  to  recognize  revenue  upon  the  earlier  to  occur  of  prescription  units  dispensed  or 
expiration of the right of return until we can reliably estimate product returns, at which time we will record a one-time increase in net 
revenue related to the recognition of revenue previously deferred.

As  discussed  in  our  “Critical  Accounting  Policies”  above,  we  recognize  revenue  based  on  estimated  patient  prescriptions 
dispensed using third-party market prescription data.  These third-party sources poll pharmacies, hospitals, mail order and other retail 
outlets for OTREXUP™ prescriptions  and project this sample on a national  level.   Our third-party provider of prescription  data has 
informed  us  of  a  pending  change  to  their  systems  and  methodology  used  for  projecting  all  prescription  data  in  2016,  including 
OTREXUP™.   This change could materially impact the prescription data reported to us.   If we underestimate or overestimate patient 
prescriptions dispensed for a given period, adjustments to revenue may be necessary in future periods.  

Needle-free injector devices and components

Our  revenues  from  reusable  needle-free  injector  devices  and  disposable  components  totaled  $4,203,372,  $4,409,158  and 
$3,495,992 for the years ended December 31, 2015, 2014 and 2013, respectively.   Revenues in 2015 were generated primarily from 
sales to Ferring, which uses our needle-free injector with their 4 mg and 10 mg hGH formulations marketed as ZOMA-Jet™ 2 Vision 
and ZOMA-Jet™ Vision X, respectively, in Europe and Asia.   

In  previous  years,  we  also  sold  needle-free  devices  to  Teva,  which  used  our  needle-free  device  with  their  5  mg  hGH  Tev-
Tropin®  marketed  as  Tjet®  in  the  U.S.   However,  in  April  2014,  Teva  initiated  a  recall  of  the  drug  product,  Tev-Tropin®  (not  the 
device which we supply) and had halted sales of the drug earlier that year, which had a negative effect on the level of our device sales 
to Teva.  In the fourth quarter of 2014, Ferring purchased the U.S. rights to Tev-Tropin® from Teva.  In March 2015, Ferring received 
FDA  approval  of  a  name  change  enabling  its  newly  acquired  recombinant  hGH  to  be  marketed  in  the  U.S.  as  ZOMACTON™ 

52

 
 
 
 
 
 
 
 
  
  
  
  
(somatropin  [rDNA  origin])  for  injection,  and  the  needle-free  delivery  system  to  be  marketed  in  the  U.S.  as  ZOMA-Jet™.   Ferring 
launched ZOMACTON™ in the U.S. in the second quarter of 2015 and the 5mg ZOMA-Jet™ needle-free devices became available in 
early  2016.   We  anticipate  the  10  mg  ZOMA-Jet™  will  also  be  launched  by  Ferring.   However,  we  do  not  control  our  partners’ 
inventory levels of our hGH injectors or disposable components, which can cause significant fluctuations in our product sales to them.

Auto injector and pen injector devices

Product  sales  of  auto  injector  and  pen  injector  devices  were  $10,079,955,  $1,476,816  and  $6,592,072  for  the  years  ended 
December 31, 2015, 2014 and 2013, respectively.   Principally all of the 2015 and 2013 revenue, and approximately $400,000 of the 
2014 revenue, is comprised of sales of pre-launch quantities of our VIBEX® auto injector devices to Teva for their generic epinephrine 
auto injector product. Revenues in 2014 and 2013 also included $927,250 and $450,275, respectively, of sales of pre-commercial pen 
injector devices to Teva for use with exenatide and an undisclosed product.

Other product sales

Product sales in 2013 included $509,868 of sales of our topical oxybutynin gel 3% product to Actavis in connection with their 
marketing of Gelnique 3%.   Product sales to Actavis ended after the first quarter of 2013, as Actavis assumed all manufacturing of 
Gelnique 3% per our contract with Actavis.

Development Revenue

Development revenues typically represent amounts earned under arrangements with partners in which we develop new products 
on  their  behalf.   Frequently,  we  receive  payments  from  our  partners  that  are  initially  deferred  and  recognized  as  revenue  over  a 
development  period  or  upon  completion  of  defined  deliverables.   Development  revenue  totaled  $8,892,121,  $7,246,080  and 
$4,139,672 for the years ended December 31, 2015, 2014 and 2013, respectively, and were primarily related to the Teva epinephrine 
auto injector and pen injector programs.

Licensing Revenue

Licensing  revenues  represent  the  amounts  recognized  from  up-front  or  milestone  payments  received  from  partners  that  are 
initially deferred.  Licensing revenue totaled $7,242,030, $3,708,938 and $849,185 for the years ended December 31, 2015, 2014 and 
2013,  respectively,  and  was  primarily  attributable  to  our  license  and  promotion  agreement  with  LEO  Pharma,  which  began  in 
November  of  2013.   The  upfront  and  milestone  payments  received  from  LEO  totaling  $10.0  million  were  being  recognized  into 
revenue  over  a  35-month  period.   Effective  June  23,  2015,  our  agreement  with  LEO  Pharma  was  terminated  and,  as  a  result,  we 
recognized  the  remaining  unamortized  balance  of  the  deferred  revenue  of  $5,142,857  as  licensing  revenue  in  the  second  quarter  of 
2015,  resulting  in  total  revenue  of  $6,000,000  recognized  in  2015  under  this  arrangement.  We  do  not  expect  to  recognize  any 
additional revenue related to this agreement in future periods.

In  addition,  we  recognized  a  $1,000,000  milestone  payment  from  Ferring  in  2015,  which  was  earned  under  the  terms  of  a 
licensing agreement and triggered by Ferring filing a NDA related to our patents and licensed technology. The licensing revenue in 
each year also includes revenue recognized that was previously deferred in connection with license agreements with Teva, Ferring and 
other customers.

Royalties

Royalty  revenue  was  $1,990,907,  $2,351,070  and  $4,671,711  for  the  years  ended  December  31,  2015,  2014  and  2013, 
respectively.   We currently receive royalties from Ferring related to needle-free injector device sales and sales of ZOMACTON™ in 
the U.S., from Meda Pharmaceuticals, Inc. on sales of Elestrin® and from Actavis plc on sales of Gelnique 3%®.   In 2014 and 2013, 
we also received royalties from Teva on Teva’s sales of their hGH drug, Tev-Tropin®. As discussed above, Teva initiated a recall of 
the drug product, Tev-Tropin® (not the device which we supply), at the end of April 2014 and had halted sales of the drug earlier in 
the year.  Accordingly, the decrease in in royalties earned in 2015 and 2014 compared to 2013 was primarily the result of receiving no 
royalties from Teva after the first quarter of 2014.

Other Revenue Considerations

On  an  overall  basis,  our  reported  revenues  can  differ  significantly  from  billings  and/or  accrued  billings  based  on  terms  in 
agreements  with  customers.  Due  to  the  accounting  requirement  to  defer  certain,  and  often  significant,  amounts  of  licensing  and 
development revenue and related costs over an extended contract period, revenue recognized and cost of revenue may be materially 
different from cash flows.

53

Cost of Revenues and Gross Profit

The following table summarizes our total cost of revenue and gross profit:

Total revenue
Total cost of revenue
Gross profit
Gross profit percentage

2015
 $45,658,100 
   19,457,683 
 $26,200,417 

2014
 $26,501,665 
   11,236,695 
 $15,264,970 

2013
 $20,618,500 
   9,197,230 
 $11,421,270 

57%   

58%   

55%

Our  gross  profit  rose  to  $26,200,417  for  the  year  ended  December  31,  2015  as  compared  to  $15,246,970  for  the  year  ended 
December 31, 2014, representing an increase of 72% year over year.  Overall, the significant increase in our revenues and gross profit 
recognized in 2015 is primarily attributable to the $6,000,000 licensing revenue recognized in connection with the LEO agreement and 
$1,000,000  milestone  from  Ferring,  both  of  which  had  no  associated  costs,  along  with  the  increase  in  sales  of  our  product 
OTREXUP™ and a significant increase in sales of devices to Teva related to the epinephrine product.   Other variations in revenue, 
cost of revenue and gross profit are attributable to our development activities, which fluctuate depending on the mix of development 
projects in progress and stages of completion in each period, as discussed in more detail below.

The following table summarizes the revenue, cost of sales and gross margin associated with our product sales:

Product sales
Cost of product sales
Product gross margin
Gross margin percentage

2015
 $27,533,042 
   12,925,129 
 $14,607,913 

2014
 $13,195,577 
   9,359,457 
 $ 3,836,120 

2013
 $10,957,932 
   6,990,186 
 $ 3,967,746 

53%   

29%   

36%

The cost of product sales includes product acquisition costs from third-party manufacturers and internal manufacturing overhead 
expenses. The significant increase in product gross margin for the year ended December 31, 2015 as compared to 2014 is primarily 
attributable  to  OTREXUP™,  for  which  we  receive  a  higher  gross  margin  than  our  partnered  device  products.   This  gross  margin 
increase was partially offset by the gross margin impact of the increased sales to Teva of pre-launch quantities of our VIBEX® auto 
injector for Teva’s generic epinephrine auto injector product, which has a lower gross margin than OTREXUP™.  The product gross 
margins  for 2014 were lower as compared  to 2015 and 2013 principally  as a result  of increases to the reserve  for potential  excess, 
dated or obsolete OTREXUP™ inventories recorded in 2014.   

The cost of development revenue consists primarily of direct external costs, some of which may have been previously incurred 
and deferred. Development gross profits can vary significantly from period to period depending on the mix of development projects in 
progress and stages of completion in each period.   Cost of development revenue was $6,532,554, $1,877,238 and $2,207,044 for the 
years  ended  December  31,  2015,  2014  and  2013,  respectively.   The  cost  of  development  revenue  recognized  in  each  of  the  years 
presented was principally related to revenue recognized under the Teva auto injector and pen injector programs.

Operating Expenses

Research and Development

Research  and  development  expenses  consist  of  external  costs  for  studies  and  analysis  activities,  design  work  and  prototype 
development,  FDA  fees,  and  internal  salaries  and  overhead  costs.   Research  and  development  expenses  were  $19,731,564, 
$18,638,016 and $15,263,371 for the years ended December 31, 2015, 2014 and 2013, respectively.

In 2015 and 2014, our research and development costs were driven primarily by external expenses incurred in connection with 
the development of VIBEX® QS T for testosterone replacement therapy. The expenses in 2015 and 2014 also include FDA user fees.  
In 2013, expenses were primarily incurred in connection with the VIBEX® QS T project and OTREXUP™ development.

Selling, General and Administrative

Selling, general and administrative expenses were $26,930,832, $31,740,249 and $17,008,216 for the years ended December 31, 
2015, 2014 and 2013, respectively.   The decrease in total selling general and administrative expenses in 2015 as compared to 2014 
was primarily due to a reduction in market research, product branding, commercialization and pre-commercialization activities related 
to the OTREXUP™ product launch in 2014, as well as a reduction in litigation fees incurred in 2014 in connection with the Medac 
litigation settled in early 2015.

54

 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
  
The  increase  in  selling,  general  and  administrative  expenses  for  the  year  ended  December  31,  2014  compared  to  2013  were 
primarily  due  to  an  increase  in  expenses  incurred  in  connection  with  OTREXUP™  market  research,  product  branding, 
commercialization  and pre-commercialization  activities in  2013 for the  launch  in  2014.   In addition, personnel costs  increased as a 
result of hiring new employees to build our sales and marketing organization in connection with commercialization of OTREXUP™.  
In 2014 we used a third-party contract sales organization, Quintiles, Inc. (“Quintiles”), to commercialize OTREXUP™ for RA in the 
U.S.  In January 2015, we hired our own internal sales force to replace Quintiles.  The increase in expenses in 2014 was also partially 
due to an increase in legal fees associated with the Medac litigation.

Liquidity and Capital Resources

At December 31, 2015 we had cash and investments of $47,910,901.   All investments are U.S. Treasury bills or U.S. Treasury 
notes  which  we  intend  to  hold  to  maturity.   We  do  not  currently  have  any  bank  credit  lines  or  indebtedness.  We  believe  that  the 
combination  of  our  current  cash  and  investments  balances  and  projected  product  sales,  product  development,  license  revenues, 
milestone payments and royalties will provide us with sufficient funds to support operations.

We reported net losses of $20,658,846, $35,151,715 and $20,506,776 for the years ended 2015, 2014 and 2013, respectively. 
We  have  accumulated  deficit  at  December  31,  2015  of  $229,106,502.    We  have  not  historically  generated,  and  do  not  currently 
generate, enough revenue or operating cash flow to support our operations, and continue to operate primarily by raising capital.

On May 11, 2015, we completed an underwritten offering of 23,000,000 shares of our common stock at a price to the public of 
$2.00 per share. We received net proceeds of $42.9 million, after deducting underwriting discounts and commissions and estimated 
offering  expenses  payable  by  us.  We  have  used  and  will  continue  to  use  the  net  proceeds  from  the  offering  for  general  corporate 
purposes  including  business  development,  in-licensing  and  acquisitions.   Additionally,  in  2015  and  2014,  we  received  proceeds  of 
$30,800 and $3,105,102, respectively, from the exercise of warrants and stock options, which resulted in the issuance of 20,000 and 
2,669,223 shares of our common stock, respectively.

If  in  the  future  we  do  not  turn  profitable  or  generate  cash  from  operations,  and  additional  capital  is  needed  to  support  our 
operations, we may need to raise additional funds through financings (such as the issuance of debt, equity or notes convertible into our 
common  stock.)   However,  we  may  be  unable  to  obtain  such  financing,  or  obtain  it  on  favorable  terms,  in  which  case  we  may  be 
required to curtail development of new products, limit expansion of operations or accept financing terms that are not as attractive as 
we may desire.

Net Cash Used in Operating Activities

Operating cash inflows are generated primarily from product sales, license and development fees and royalties.  Operating cash 
outflows  consist  principally  of  expenditures  for  manufacturing  costs,  general  and  administrative  costs,  research  and  development 
projects  including  clinical  studies,  and  sales  and  marketing  activities.  Net  cash  used  in  operating  activities  was  $28,198,841, 
$26,333,301  and  $14,968,151  for  the  years  ended  December  31,  2015,  2014  and  2013,  respectively.   Net  operating  cash  used  in 
operations was primarily the result of net losses of $20,658,846, $35,151,715 and $20,506,776 in 2015, 2014 and 2013, respectively, 
adjusted by noncash expenses and changes in operating assets and liabilities.  For the year ended December 31, 2015, the increase in 
net cash used in operating activities as compared to 2014 is primarily the result of changes in operating assets and liabilities including 
the use of additional cash to pay down accounts payable combined with a growth in accounts receivable and a reduction in deferred 
revenue related to cash payments received from LEO and Teva in prior periods that were recognized in income in 2015.

In  2014,  our  net  cash  used  in  operating  activities  increased  significantly  over  2013.   Our  net  loss  in  2014  increased  by 
$14,644,939 to $35,151,715 compared to $20,506,776 in 2013.  This increase was primarily the result of an increase in selling, general 
and  administrative  expenses  due  mainly  to  the  launch  of  OTREXUP™,  an  increase  in  research  and  development  expenses  due 
primarily to spending associated with our VIBEX® QS T development program, and expenses incurred in connection with the Medac 
litigation, which all resulted in a significant increase in net cash outflows from operations.

Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities for the year ended December 31, 2015 was $15,724,346 as compared to net cash provided 
by  investing  activities  of  $18,346,897  for  the  year  ended  December  31,  2014.   The  change  was  primarily  attributable  to  timing  of 
purchases  and  maturities  of  investment  securities  as  well  as  timing  and  amount  of  capital  expenditures.   In  2014,  we  received 
$24,000,000 in connection with the maturities of investments as compared to maturities of $6,000,000 in 2015 offset by purchases of 
$15,037,675 investments in 2015, as we invested the proceeds from our offering of common stock.  The remaining change is due to an 
increased  use  of  cash  for  purchases  of  equipment,  molds,  furniture  and  fixtures,  primarily  related  to  VIBEX®  QS  T  and  VIBEX® 
Sumatriptan commercial molds and assembly equipment and capitalized patent related costs.

55

In  2014,  cash  provided  by  investing  activities  was  $18,346,897,  resulting  from  proceeds  from  maturities  of  investments  of 
$24,000,000, offset by purchases of equipment, molds, furniture and fixtures of $4,663,313 and additions to patent rights of $989,790.  
In  2013,  cash  used  in  investing  activities  was  $293,121,  consisting  of  purchases  of  investments  of  $21,129,535,  purchases  of 
equipment,  molds,  furniture  and  fixtures  of  $2,743,253,  additions  to  patent  rights  of  $420,333,  and  proceeds  from  maturities  of 
investments  of $24,000,000.   The purchases  of equipment,  molds, furniture and fixtures in 2014 were primarily  for VIBEX® QS T 
auto  injector  device  molds  and  assembly  equipment.   In  2013,  the  purchases  of  equipment,  molds,  furniture  and  fixtures  were 
primarily for OTREXUP™ auto injector device molds and assembly equipment.  

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $42,793,707, $2,950,705 and $2,222,509 for the years ended December 31, 2015, 
2014 and 2013, respectively.  In 2015, we completed an underwritten offering of 23,000,000 shares of our common stock at a price to 
the public of $2.00 per share. We received net proceeds of $42,850,677 after deducting underwriting discounts and commissions and 
estimated offering expenses payable by us.  

We received proceeds of $30,800, $3,105,102 and $2,326,838 from the exercise of warrants and stock options in 2015, 2014 and 
2013,  respectively.   A  portion  of  the  share  based  awards  that  vested  in  2015,  2014  and  2013  were  net-share  settled  such  that  the 
Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other 
employment taxes, and remitted the cash to the appropriate taxing authorities. We made payments of $87,770, $154,397 and $104,329 
during the years ended December 31, 2015, 2014, and 2013, respectively for employee withholding taxes on net share settlement of 
equity awards.

Contractual Obligations

Our contractual cash obligations at December 31, 2015 are associated with operating leases and are summarized in the following 

table:

Total contractual cash obligations

Off Balance Sheet Arrangements

Total
 $ 2,939,973 

 $

Less than
1 year
609,242 

Payment Due by Period
1-3
years
 $ 1,233,783 

 $

3-5
years
798,820 

  After 5 years  
298,128  
 $

We do not have any off-balance sheet arrangements other than operating leases, including any arrangements with any structured 

finance, special purpose or variable interest entities.

Research and Development Programs

Our  research  and  development  activities  are  integral  to  our  operations.   For  a  complete  discussion  of  our  current  complex 
combination drug device development programs and other device development projects see the “Research and Development” section 
in Part I, Item I. “Business” of this annual report on Form 10-K.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, 
Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled 
for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. 
GAAP when it becomes effective. The standard creates a five-step model that requires a company to: identify customer contracts, identify 
the  separate  performance  obligations,  determine  the  transaction  price,  allocate  the  transaction  price  to  the  separate  performance 
obligations and recognize revenue when each performance obligation is satisfied.  Applying the standard requires a company to exercise 
judgment when considering the terms of the contracts and all relevant facts and circumstances.   In August 2015, the FASB issued ASU 
No. 2015-14 which defers the effective date of ASU No. 2014-09 by one year to annual reporting periods beginning after December 15, 
2017, including interim periods within that year. The standard allows for either full retrospective adoption, where the standard is applied 
to all periods presented, or modified retrospective adoption where the standard is applied only to the most current period presented in the 
financial statements.   Early adoption of ASU 2014-09 is permitted but not before the original effective date (annual periods beginning 
after December 15, 2016).  We are currently evaluating the impact of the adoption of this revenue standard on our consolidated results of 
operations and financial position and have not yet selected a transition date or method.

56

 
 
 
 
 
 
 
 
 
 
 
 
 
In  July  2015,  the  FASB  issued  ASU  No.  2015-11,  Simplifying  the  Measurement  of  Inventory.  The  new  standard  changes  the 
measurement  principle  for  inventory  from  the  lower  of  cost  or  market  to  lower  of  cost  and  net  realizable  value.  The  standard  is 
effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. Entities 
are required to disclose the nature and reason for the change in accounting principle in the first interim and annual period of adoption. 
We are currently evaluating the effect, if any, this standard will have on our consolidated results of operations and financial position.

Item 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our  primary  market  risk  exposure  is  foreign  exchange  rate  fluctuations  of  the  Swiss  Franc  to  the  U.S.  dollar  as  the  financial 
position  and  operating  results  of  our  subsidiaries  in  Switzerland  are  translated  into  U.S.  dollars  for  consolidation.  Our  exposure  to 
foreign exchange rate fluctuations also arises from transferring funds to our Swiss subsidiaries in Swiss Francs.  In addition, we have 
exposure to exchange rate fluctuations between the Euro and the U.S. dollar in connection with a licensing agreement with Ferring, 
under which certain products sold to Ferring and royalties are denominated in Euros.  Most of our product sales, including a portion of 
our  product  sales  to  Ferring,  and  our  development  and  licensing  fees  and  royalties  are  denominated  in  U.S.  dollars,  thereby 
significantly  mitigating  the  risk  of  exchange  rate  fluctuations  on  trade  receivables.  We  do  not  currently  use  derivative  financial 
instruments to hedge against exchange rate risk.  The effect of foreign exchange rate fluctuations on our financial results for the years 
ended December 31, 2015, 2014 and 2013 was not material.

We also have limited exposure to market risk due to interest income sensitivity, which is affected by changes in the general level 
of U.S. interest rates, particularly because a significant portion of our investments are in debt securities issued by the U.S. government 
and institutional money market funds. The primary objective of our investment activities is to preserve principal. To minimize market 
risk, we have in the past and, to the extent possible, will continue in the future, to hold debt securities to maturity at which time the 
debt security will be redeemed at its stated or face value. Due to the nature of our marketable securities, we believe that we are not 
exposed to any material market interest rate risk related to our investment portfolio.

57

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ANTARES PHARMA, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2015 and 2014

Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2015, 2014 and 2013

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2015, 2014 and 2013

Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013

Notes to Consolidated Financial Statements

59

60

61

62

63

64

65

58

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Antares Pharma, Inc.:

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Antares  Pharma,  Inc.  and  subsidiaries  (the  Company)  as  of 
December 31,  2015  and  2014,  and  the  related  consolidated  statements  of  operations,  comprehensive  loss,  stockholders’  equity,  and 
cash  flows  for  each  of  the  years  in  the  three-year  period  ended  December 31,  2015.  We  also  have  audited  the  Company’s  internal 
control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework 
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is 
responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its 
assessment  of  the  effectiveness  of  internal  control  over  financial  reporting,  included  in  the  accompanying  Management’s  Annual 
Report  on  Internal  Control  over  Financial  Reporting.  Our  responsibility  is  to  express  an  opinion  on  these  consolidated  financial 
statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those 
standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of 
material  misstatement  and  whether  effective  internal  control  over  financial  reporting  was  maintained  in  all  material  respects.  Our 
audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in 
the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the 
overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of 
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and 
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we 
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of 
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting 
principles.  A  company’s  internal  control  over  financial  reporting  includes  those  policies  and  procedures  that  (1) pertain  to  the 
maintenance  of  records  that,  in  reasonable  detail,  accurately  and  fairly  reflect  the  transactions  and  dispositions  of  the  assets  of  the 
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in 
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in 
accordance  with  authorizations  of  management  and  directors  of  the  company;  and  (3) provide  reasonable  assurance  regarding 
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect 
on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections 
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in 
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of 
Antares Pharma, Inc. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for 
each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. 
Also in our opinion, Antares Pharma Inc. and subsidiaries maintained, in all material respects, effective internal control over financial 
reporting  as  of  December 31,  2015,  based  on  criteria  established  in  Internal  Control  –  Integrated  Framework  (2013)  issued  by  the 
Committee of Sponsoring Organizations of the Treadway Commission.

/s/ KPMG LLP

Minneapolis, Minnesota
March 8, 2016

59

ANTARES PHARMA, INC.
CONSOLIDATED BALANCE SHEETS

  $

  $

  $

Assets
Current Assets:

Cash
Short-term investments
Accounts receivable
Inventories
Deferred costs
Prepaid expenses and other current assets

Total current assets

Equipment, molds, furniture and fixtures, net
Patent rights, net
Goodwill
Other assets

Total Assets

Liabilities and Stockholders’ Equity
Current Liabilities:

Accounts payable
Accrued expenses and other liabilities
Deferred revenue

Total current liabilities
Deferred revenue – long term
Total liabilities
Stockholders’ Equity:

Preferred Stock:  $0.01 par, authorized 3,000,000 shares, none outstanding
Common Stock:  $0.01 par; authorized 200,000,000 shares; 154,848,512 and
   131,743,365 issued and outstanding  at December 31, 2015 and 2014, respectively
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss

Total Liabilities and Stockholders’ Equity

  $

December 31,
2015

December 31,
2014

 $

 $

 $

32,898,676 
15,012,225 
7,952,478 
5,724,397 
1,199,217 
3,274,254 
66,061,247 
14,793,084 
2,434,542 
1,095,355 
177,943 
84,562,171 

5,187,703 
6,488,032 
5,143,825 
16,819,560 
700,000 
17,519,560 

34,028,889 
6,002,438 
3,510,051 
5,859,924 
1,913,921 
2,322,464 
53,637,687 
10,828,741 
2,885,024 
1,095,355 
325,955 
68,772,762 

10,071,504 
5,635,559 
8,520,517 
24,227,580 
3,349,026 
27,576,606 

— 

— 

1,548,485 
295,292,414 
(229,106,502)
(691,786)
67,042,611 
84,562,171 

 $

1,317,433 
249,032,066 
(208,447,656)
(705,687)
41,196,156 
68,772,762  

See accompanying notes to consolidated financial statements.

60

 
 
 
 
 
 
 
 
 
 
 
 
 
    
 
  
 
 
    
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
  
  
 
 
  
  
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
  
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
  
ANTARES PHARMA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

Revenue:

Product sales
Development revenue
Licensing revenue
Royalties

Total revenue

Cost of revenue:

Cost of product sales
Cost of development revenue
Total cost of revenue

Gross profit
Operating expenses:

Research and development
Selling, general and administrative

Total operating expenses

Operating loss
Other income (expense):
Interest income
Foreign exchange gain (loss)
Other, net

Total other income (expense)

Net loss before income taxes

Income tax provision (benefit)

Net loss
Basic and diluted net loss per common share
Basic and diluted weighted average common shares outstanding

2015

Years Ended December 31,
2014

2013

 $

 $

 $

27,533,042 
8,892,121 
7,242,030 
1,990,907 
45,658,100 

12,925,129 
6,532,554 
19,457,683 
26,200,417 

13,195,577 
7,246,080 
3,708,938 
2,351,070 
26,501,665 

9,359,457 
1,877,238 
11,236,695 
15,264,970 

19,731,564 
26,930,832 
46,662,396 
(20,461,979)

18,638,016 
31,740,249 
50,378,265 
(35,113,295)

60,469 
(47,951)
(34,385)
(21,867)
(20,483,846)
175,000 
 $ (20,658,846)
(0.14)
 $
146,594,079 

76,661 
156 
(90,237)
(13,420)
(35,126,715)
25,000 
 $ (35,151,715)
(0.27)
 $
130,549,701 

 $
 $

10,957,932 
4,139,672 
849,185 
4,671,711 
20,618,500 

6,990,186 
2,207,044 
9,197,230 
11,421,270 

15,263,371 
17,008,216 
32,271,587 
(20,850,317)

111,577 
(8,853)
(59,183)
43,541 
(20,806,776)
(300,000)
(20,506,776)
(0.16)
126,897,247  

See accompanying notes to consolidated financial statements.

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ANTARES PHARMA, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Net loss

Foreign currency translation adjustment

Comprehensive loss

2015
 $ (20,658,846)
13,901 
 $ (20,644,945)

Years Ended December 31,
2014
 $ (35,151,715)
(52,485)
 $ (35,204,200)

 $

 $

2013

(20,506,776)
12,143 
(20,494,633)

See accompanying notes to consolidated financial statements.

62

 
 
 
 
 
 
 
 
 
 
 
  
  
  
December 31, 2012
Exercise of warrants and options
Common stock issued under equity
   compensation plan, net of
    shares withheld for taxes
Share-based compensation
Net loss
Other comprehensive income
December 31, 2013
Exercise of warrants and options
Common stock issued under equity
   compensation plan, net of
    shares withheld for taxes
Share-based compensation
Net loss
Other comprehensive loss
December 31, 2014
Issuance of common stock
Common stock issued under equity
   compensation plan, net of
    shares withheld for taxes
Exercise of options
Share-based compensation
Net loss
Other comprehensive income
December 31, 2015

ANTARES PHARMA, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Years Ended December 31, 2013, 2014 and 2015

Common Stock

Number
of
Shares

    Amount

Additional
Paid-In
Capital

Accumulated
Deficit

  125,949,024  $1,259,490  $238,745,612   $(152,789,165) $
—    
   2,452,254   

2,302,315    

24,523   

Accumulated 
Other
Comprehensive
Loss
(665,345)  $ 86,550,592 
2,326,838 

Total
Stockholders’
Equity

—    

(104,329)
—    
2,435,260 
—     (20,506,776)
12,143 
(653,202)   70,713,728 
3,105,102 

12,143    

—    

(43,216)
—    
2,624,742 
—     (35,151,715)
(52,485)  
(52,485)
(705,687)   41,196,156 
—     42,850,677 

(48,951)
—    
30,800 
—    
—    
3,658,874 
—     (20,658,846)
13,901 
(691,786) $ 67,042,611  

13,901    

339,326   
—   
—   
—   

3,393   
—   
—   
—   

(107,722)  
2,435,260    
—    
—    

—    
(20,506,776)  
—    
  128,740,604    1,287,406    243,375,465     (173,295,941)  
—    
   2,669,223   

3,078,410    

26,692   

333,538   
—   
—   
—   

3,335   
—   
—   
—   

(46,551)  
2,624,742    
—    
—    

—    
(35,151,715)  
—    
  131,743,365    1,317,433    249,032,066     (208,447,656)  
—    
230,000    42,620,677    
   23,000,000   

85,147   
20,000   
—   
—   
—   

—    
—    
—    
(20,658,846)  
—    
  154,848,512  $1,548,485  $295,292,414   $(229,106,502) $

(49,803)  
30,600    
3,658,874    
—    
—    

852   
200   
—   
—   
—   

See accompanying notes to consolidated financial statements.

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ANTARES PHARMA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense
Depreciation and amortization
Loss on disposal of equipment
Write-off of capitalized patent costs
Increase in inventory reserve
Amortization of premiums and discounts
Changes in operating assets and liabilities:

Accounts receivable
Inventories
Prepaid expenses and other current assets
Deferred costs
Other assets
Accounts payable
Accrued expenses and other current liabilities
Deferred revenue

Net cash used in operating activities
Cash flows from investing activities:

Purchases of equipment, molds, furniture and fixtures
Additions to patent rights
Proceeds from maturities of investment securities
Purchases of investment securities

Net cash provided by (used in) investing activities
Cash flows from financing activities:

Proceeds from issuance of common stock, net
Proceeds from exercise of stock options and warrants
Taxes paid related to net share settlement of equity awards

Net cash provided by financing activities
Effect of exchange rate changes on cash
Net decrease in cash
Cash:

Beginning of year
End of year

Supplemental disclosure of non-cash investing activities:

Purchases of equipment, molds, furniture and fixtures recorded in
   accounts payable and accrued expenses
Additions to patent rights recorded in accounts payable and accrued
   expenses

2015

Years Ended December 31,
2014

2013

 $ (20,658,846)

 $ (35,151,715)

 $

(20,506,776)

3,658,874 
1,569,848 
167,097 
31,501 
700,000 
10,313 

(4,422,689)
(564,473)
(934,356)
714,704 
148,000 
(3,494,536)
905,882 
(6,030,160)
(28,198,841)

(5,643,043)
(1,043,628)
6,000,000 
(15,037,675)
(15,724,346)

42,850,677 
30,800 
(87,770)
42,793,707 
(733)
(1,130,213)

34,028,889 
32,898,676 

641,379 

21,027 

 $

 $

 $

2,624,742 
1,224,217 
39,983 
— 
3,550,000 
20,036 

(2,478,494)
(2,948,873)
(617,121)
(1,538,148)
545,059 
2,688,054 
221,086 
5,487,873 
(26,333,301)

(4,663,313)
(989,790)
24,000,000 
— 
18,346,897 

— 
3,105,102 
(154,397)
2,950,705 
(2,648)
(5,038,347)

39,067,236 
34,028,889 

1,118,925 

949,631 

 $

 $

 $

2,435,260 
493,258 
— 
65,022 
— 
210,057 

1,198,643 
(5,460,365)
(1,222,962)
381,792 
(821,975)
2,528,740 
2,534,293 
3,196,862 
(14,968,151)

(2,743,253)
(420,333)
24,000,000 
(21,129,535)
(293,121)

— 
2,326,838 
(104,329)
2,222,509 
8,935 
(13,029,828)

52,097,064 
39,067,236 

985,365 

—  

 $

 $

 $

See accompanying notes to consolidated financial statements.

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ANTARES PHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

Description of Business

Antares  Pharma,  Inc.  (“Antares”  or  the  “Company”)  is  an  emerging,  specialty  pharmaceutical  company  focusing  on  the 
development  and  commercialization  of  self-administered  parenteral  pharmaceutical  products  and  technologies.   The  Company  has 
multiple  internal  product  development  programs  as  well  as  partnership  arrangements  with  several  industry  leading  pharmaceutical 
companies.  The  Company  has  formed  significant  strategic  alliances  with  Teva  Pharmaceutical  Industries,  Ltd.  (“Teva”),  Ferring 
Pharmaceuticals  Inc.  and  Ferring  B.V.  (together  “Ferring”),  JCR  Pharmaceuticals  Co.,  Ltd.  (“JCR”),  and  AMAG  Pharmaceuticals, 
Inc. (“AMAG”).  Through these relationships, the Company develops and applies its drug delivery systems in collaborations with the 
pharmaceutical partners to enhance the partners' drug compounds and delivery methods.

The  Company  develops  and  manufactures,  for  itself  and  with  its  partners,  novel,  pressure-assisted  injector  devices,  with  and 
without  needles,  which  allow  patients  to  self-inject  drugs.  It  makes  a  reusable,  needle-free  spring  action  injection  device  which  is 
marketed through its partners for use with human growth hormone (hGH).  The Company has also developed variations of the needle-
free injector by adding a small shielded needle to a pre-filled, single-use disposable injector, called the VIBEX® pressure assisted auto 
injection system. This system is an alternative to the needle-free system for use with injectable drugs in unit dose containers and is 
suitable for branded and generic injectables.   Additionally, the Company developed a disposable multi-dose pen injector for use with 
standard cartridges, and has a portfolio of gel-based products which are commercialized through various partners.

In February 2014, the Company launched its first proprietary product OTREXUP™ (methotrexate) injection, which is the first 
subcutaneous methotrexate for once weekly self-administration with an easy-to-use, single dose, disposable auto injector approved by 
the U.S. Food and Drug Administration (“FDA”).  OTREXUP™ is indicated for adults with severe active rheumatoid arthritis (“RA”), 
children  with  active  polyarticular  juvenile  idiopathic  arthritis  and  adults  with  severe  recalcitrant  psoriasis.   In  December  2015,  the 
Company received FDA approval for an Abbreviated New Drug Application (ANDA) for 4 mg/0.5 mL and 6 mg/0.5 mL Sumatriptan 
Injection  USP  in  adults  for  the  acute  treatment  of  migraine  and  cluster  headache.   Sumatriptan  Injection  USP  represents  the 
Company’s first ANDA approval of a complex generic and second product approved using the VIBEX® auto injector platform.

Antares also has a pipeline of products at various stages of development and approval.   The Company is currently conducting 
clinical studies of VIBEX® QuickShot® Testosterone (“QS T”), for testosterone replacement therapy, and has initiated manufacturing 
development for a combination product for an undisclosed central nervous system indication.

2.

Summary of Significant Accounting Policies

Basis of Presentation

The  accompanying  consolidated  financial  statements  include  the  accounts  of  Antares  Pharma,  Inc.  and  its  two  wholly-owned 

foreign subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires 
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 
period. The Company’s significant accounting estimates relate to the revenue recognition periods for license revenues, OTREXUP™ 
revenue recognition based on estimated patient prescriptions dispensed, inventory valuation, valuation of equity instruments used in 
stock-based  compensation,  and  determination  of  the  fair  value  and  recoverability  of  patent  rights.  Actual  results  could  differ  from 
these estimates.

Foreign Currency Translation

The majority of the foreign subsidiaries’ revenues are denominated in U.S. dollars, and any required funding of the subsidiaries 
is  provided  by  the  U.S.  parent.  Nearly  all  operating  expenses  of  the  foreign  subsidiaries  are  denominated  in  Swiss  Francs. 
Additionally,  bank  accounts  held  by  foreign  subsidiaries  are  denominated  in  Swiss  Francs,  there  is  a  low  volume  of  intercompany 
transactions and there is not an extensive interrelationship between the operations of the subsidiaries and the parent company. As such, 
the Company has determined that the Swiss Franc is the functional currency for its foreign subsidiaries. The reporting currency for the 
Company is the United States Dollar (“USD”). The financial statements of the Company’s foreign subsidiaries are translated into USD 
for consolidation purposes. All assets and liabilities are translated using period-end exchange rates and statements of operations items 

65

are translated using average exchange rates for the period. The resulting translation adjustments are recorded as a separate component 
of stockholders’ equity, comprising all of the accumulated other comprehensive income (loss).  Sales to certain customers by the U.S. 
parent  are  in  currencies  other  than  the  U.S.  dollar  and  are  subject  to  foreign  currency  exchange  rate  fluctuations.  Foreign  currency 
transaction gains and losses are included in foreign exchange gain (loss) in the consolidated statements of operations.

Allowance for Doubtful Accounts

Trade  accounts  receivable  are  stated  at  the  amount  the  Company  expects  to  collect.  The  Company  maintains  allowances  for 
doubtful  accounts  for  estimated  losses  resulting  from  the  inability  of  its  customers  to  make  required  payments.  The  Company 
considers  the  following  factors  when  determining  the  collectability  of  specific  customer  accounts:  customer  credit-worthiness,  past 
transaction history with the customer, current economic industry trends, and changes in customer payment terms.   At December 31, 
2015,  the  Company’s  accounts  receivable  balance  is  due  primarily  from  distributors  of  OTREXUP™  and  its  large  pharmaceutical 
partners Teva and Ferring.  Each of these companies has historically paid timely and have been financially stable organizations.  Due 
to  the  nature  of  the  accounts  receivable  balance,  the  Company  believes  the  risk  of  doubtful  accounts  is  minimal.   If  the  financial 
condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances 
would  be  required.   The  Company  provides  for  estimated  uncollectible  amounts  through  a  charge  to  earnings  and  a  credit  to  a 
valuation  allowance.  Balances  that  remain  outstanding  after  the  Company  has  used  reasonable  collection  efforts  are  written  off 
through a charge to the valuation allowance and a credit to accounts receivable.  The Company recorded bad debt expense of $37,000 
in  2014,  and  no  bad  debt  expense  in  2015  and  2013,  respectively.   The  allowance  for  doubtful  accounts  balance  was  $10,000  at 
December 31, 2015 and 2014.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. Certain components of the 
Company’s  products  are  provided  by  a  limited  number  of  vendors,  and  the  Company’s  production  and  assembly  operations  are 
outsourced  to  third-party  suppliers  where  substantially  all  of  the  Company’s  inventory  is  located.   Disruption  of  supply  from  key 
vendors or third-party suppliers may have a material adverse impact on the Company’s operations.

The Company provides reserves for potentially excess, dated or obsolete inventories based on estimates of forecasted product 
demand  and  the  likelihood  of  consumption  in  the  normal  course  of  business,  considering  the  expiration  dates  of  the  inventories  on 
hand, planned production volumes and lead times required for restocking of customer inventories. Although every effort is made to 
ensure that forecasts and assessments are reasonable, changes to these assumptions are possible. In such cases, estimates may prove 
inaccurate and result in an understatement or overstatement of the reserves required to fairly state such inventories. The Company’s 
established  reserves  for  excess,  dated  or  obsolete  inventory  were  $800,000  and  $3,600,000  at  December  31,  2015  and  2014, 
respectively.  In 2015, the Company wrote-off inventory totaling $3,500,000 and increased  the reserve for excess, dated or obsolete 
inventory by approximately $700,000. 

Equipment, Molds, Furniture, and Fixtures

Equipment,  molds,  furniture,  and  fixtures  are  stated  at  cost  and  are  depreciated  using  the  straight-line  method  over  their 
estimated useful lives ranging from three to ten years.   Depreciation expense was $1,034,057, $880,400 and $359,471 for the years 
ended December 31, 2015, 2014 and 2013, respectively.

Patent Rights

The  Company  capitalizes  the  costs  of  obtaining  patent  rights  when  there  are  projected  future  cash  flows  for  marketed  or 
partnered products associated with the patent. These capitalized costs are being amortized on a straight-line basis over the shorter of 
the  life  of  the  patent  or  the  estimated  useful  life  of  the  patent,  which  typically  is  over  periods  ranging  from  five  to  fifteen  years 
beginning  on  the  earlier  of  the  date  the  patent  is  issued  or  the  first  commercial  sale  of  product  utilizing  such  patent  rights.  The 
Company periodically reviews capitalized patent costs to identify any amounts to be charged to expense for patents that are no longer 
being pursued or for which there are no future revenues or cash flows anticipated.

The Company capitalizes external legal patent defense costs and costs for pursuing patent infringements when it determines that 
a successful outcome is probable and will lead to an increase in the value of the patent.  The capitalized costs are amortized over the 
remaining  life  of the related patent.   If changes  in the anticipated  outcome  were to occur that  reduce  the likelihood  of a successful 
outcome of the entire action to less than probable, the capitalized costs would be charged to expense in the period in which the change 
is determined.

66

The  gross  carrying  amount  and  accumulated  amortization  of  patents,  which  are  the  only  intangible  assets  of  the  Company 
subject  to  amortization,  was  $4,533,439  and  $2,098,897,  respectively  at  December  31,  2015,  and  $4,468,166  and  $1,583,142, 
respectively,  at  December  31,  2014.   The  Company’s  estimated  aggregate  patent  amortization  expense  for  the  next  five  years  is 
approximately  $528,000,  $528,000,  $528,000,  $298,000  and  $75,000  in  2016,  2017,  2018,  2019  and  2020,  respectively.   Patent 
amortization expense for the years ended December 31, 2015, 2014 and 2013 was $535,791, $343,817 and $133,788, respectively, and 
is  recorded  in  selling,  general  and  administrative  expenses  in  the  consolidated  statements  of  operations.   The  Company  recognized 
expense of $31,501 and $65,022 in 2015 and 2013, respectively, in connection with the write off of patent costs related to abandoned 
patents or patents no longer connected with current products, and no write-off of patents in 2014.  

Impairment of Long-Lived Assets and Intangibles

Long-lived assets, including patent rights, are reviewed for impairment whenever events or changes in circumstances indicate 
that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured 
by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset or 
asset group. This analysis can be very subjective; however, the Company utilizes the expected future undiscounted cash flows from 
signed license and distribution agreements and other contracts with customers to substantiate the recoverability of its long-lived assets. 
If the sum of the undiscounted cash flows is less than the carrying value of the asset, the impairment to be recognized is measured by 
the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the 
lower of the carrying amount or fair value less costs to sell.

Goodwill

Goodwill is evaluated for impairment annually at December 31, or more frequently if an event occurs or circumstances change 
that indicate that the carrying value may not be recoverable.  Such circumstances could include, but are not limited to: (1) a significant 
adverse  change  in  legal  factors  or  in  business  climate,  (2)  unanticipated  competition,  (3)  an  adverse  action  or  assessment  by  a 
regulator, or (4) a sustained significant drop in the Company’s stock price. When evaluating whether goodwill is potentially impaired, 
the Company compares the fair value of the reporting unit to the carrying amount, including goodwill. If the carrying amount is found 
to be greater, then the Company would determine the implied fair value of goodwill by subtracting the fair value of all the identifiable 
net  assets  other  than  goodwill  from  the  fair  value  of  the  reporting  unit  and  record  an  impairment  loss,  if  any,  for  the  excess  of  the 
carrying value of goodwill over the implied fair value.  

At December 31, 2015, the Company had goodwill with a carrying value of $1,095,355 attributable to its single reporting unit. 
Based  on  the  results  of  its  evaluations,  the  Company  determined  that  goodwill  was  not  impaired,  and  no  impairment  losses  were 
recognized in the years ended December 31, 2015, 2014 and 2013, respectively. 

Fair Value of Financial Instruments

The  carrying  value  of  certain  of  the  Company’s  financial  instruments,  including  accounts  receivable  and  accounts  payable, 
approximate  fair  value  due  to  the  short-term  nature  of  the  instruments.   All  short-term  investments  are  U.S.  Treasury  bills  or  U.S. 
Treasury notes that are classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to 
maturity.  The  securities  are  carried  at  their  amortized  cost.   The  fair  value  of  all  securities  is  determined  by  quoted  market  prices, 
which is a Level 1 fair value measurement.  At December 31, 2015 and 2014, the fair value of the Company’s short-term investments 
approximated their carrying values.  

Revenue Recognition

The  Company  recognizes  revenue  from  the  sale  of  products,  development  project  milestones,  license  fees  and  royalties.  
Revenue is recognized when all of the following criteria are met: persuasive evidence of the arrangement exists; delivery has occurred 
and we have no remaining obligations; the fee is fixed or determinable; and collectability is reasonably assured.

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Otrexup Revenue Recognition

The Company began detailing OTREXUP™ to health care professionals in the U.S. in February 2014, and began shipping to 
wholesale pharmaceutical distributors, subject to rights of return within a period beginning six months prior to, and ending 12 months 
following,  product  expiration.   Given  the  limited  sales  history  of  OTREXUP™,  the  Company  currently  cannot  reliably  estimate 
expected  returns  of  the  product  at  the  time  of  shipment.  Accordingly,  recognition  of  revenue  is  deferred  on  product  shipments  of 
OTREXUP™  until  the  right  of  return  no  longer  exists,  which  occurs  at  the  earlier  of  the  time  OTREXUP™  units  are  dispensed 
through patient prescriptions or expiration of the right of return. Units dispensed are generally not subject to return, except in the rare 
cases where the product malfunctions or the product is damaged in transit. Patient prescriptions dispensed are estimated using third-
party  market  prescription  data.   These  third-party  sources  poll  pharmacies,  hospitals,  mail  order  and  other  retail  outlets  for 
OTREXUP™  prescriptions  and  project  this  sample  on  a  national  level.  If  patient  prescriptions  dispensed  for  a  given  period  are 
underestimated or overestimated, adjustments to revenue may be necessary in future periods.

The  Company  recognized  $13,249,715  and  $7,309,603  in  OTREXUP™  product  revenue  for  the  years  ended  December  31, 
2015  and  2014,  respectively,  presented  net  of  estimated  product  sales  allowances,  which  include  wholesaler  discounts,  prompt  pay 
discounts,  chargebacks,  rebates  and  patient  discount  programs,  as  more  fully  described  below.  A  deferred  revenue  balance  of 
$1,064,874 and $1,061,947 was recorded at December 31, 2015 and 2014, respectively for OTREXUP™ product shipments, net of 
product sales allowances discussed below.

The Company will continue to recognize revenue upon the earlier to occur of prescription units dispensed or expiration of the 
right  of  return  until  there  has  been  sufficient  history  to  estimate  product  returns.  When  it  becomes  possible  to  reasonably  estimate 
product returns, a one-time increase in net revenue will be recorded to recognize revenue previously deferred.  In addition, the costs of 
manufacturing  OTREXUP™  associated  with  the  deferred  revenue  are  recorded  as  deferred  costs,  which  are  included  in  inventory, 
until such time as the related deferred revenue is recognized.

Product Sales Allowances

The  Company  recognizes  product  sales  allowances  as  a  reduction  of  product  sales  in  the  same  period  the  related  revenue  is 
recognized.  Product  sales  allowances  are  based  on  amounts  owed  or  to  be  claimed  on  the  related  sales.  These  estimates  take  into 
consideration the terms of our agreements with customers and third-party payors and the levels of inventory within the distribution 
channels  that  may  result  in  future  rebates  or  discounts  taken.  In  certain  cases,  such  as  patient  support  programs,  the  Company 
recognizes the cost of patient discounts as a reduction of revenue based on estimated utilization. If actual future results vary, it may be 
necessary  to  adjust  these  estimates,  which  could  have  an  effect  on  product  revenue  in  the  period  of  adjustment.  Product  sales 
allowances include:

Wholesaler  Distribution  Fees.  Distribution  fees  are  paid  to  certain  wholesale  distributors  based  on  contractually  determined 
rates.  The  Company  accrues  the  fee  on  shipment  to  the  respective  wholesale  distributors  and  recognizes  the  fee  as  a  reduction  of 
revenue in the same period the related revenue is recognized.

Prompt Pay Discounts. The Company offers cash discounts to its customers, generally 2% of the sales price, as an incentive for 
prompt payment. The Company accounts for cash discounts by reducing accounts receivable by the prompt pay discount amount and 
recognizes the discount as a reduction of revenue in the same period the related revenue is recognized.

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

Rebates.  The  Company  participates  in  certain  rebate  programs,  which  provide  discounted  prescriptions  to  qualified  insured 
patients.  Under these rebate programs, the Company will pay a rebate to the third-party administrator of the program, generally two to 
three  months  after  the  quarter  in  which  prescriptions  subject  to  the  rebate  are  filled.  The  Company  estimates  and  accrues  for  these 
rebates based on current contract prices, historical and estimated future percentages of product sold to qualified patients.  Rebates are 
recognized as a reduction of revenue in the same period the related revenue is recognized.

68

Patient Discount Programs. The Company offers discount card programs to patients for OTREXUP™ in which patients receive 
discounts on their prescriptions that are reimbursed by the Company. The Company estimates the total amount that will be redeemed 
based  on  historical  redemption  experience  and  on  levels  of  inventory  in  the  distribution  and  retail  channels  and  recognizes  the 
discount as a reduction of revenue in the same period the related revenue is recognized.

Other Revenue Recognition

The Company sells its proprietary reusable needle-free injectors and related disposable products to pharmaceutical partners and 
through medical product distributors. The Company’s reusable injectors and related disposable products are not interchangeable with 
any  competitive  products  and  must  be  used  together.  The  Company  recognizes  revenue  upon  shipment  when  title  transfers.  The 
Company offers no price protection or return rights other than for customary warranty claims. Sales terms and pricing are governed by 
license and distribution agreements.

Revenue  arrangements  with  multiple  deliverables  are  divided  into  separate  units  of  accounting  if  certain  criteria  are  met, 
including  whether  the  deliverable  has  stand-alone  value  to  the  customer,  the  customer  has  a  general  right  of  return  relative  to  the 
delivered  item  and  delivery  or  performance  of  the  undelivered  item  is  probable  and  substantially  within  the  vendor’s  control. 
Arrangement  consideration  is  allocated  at  the  inception  of  the  arrangement  to  all  deliverables  on  the  basis  of  their  relative  selling 
price. The selling price for each deliverable is determined using: (i) vendor-specific objective evidence of selling price (“VSOE”),  if it 
exists, (ii) third-party evidence of selling price (“TPE”) if VSOE does not exist, and (iii) the Company’s best estimate of the selling 
price  if  neither  VSOE  nor  TPE  exists.  For  transactions  entered  into  prior  to  January  1,  2011,  revenue  is  recognized  for  each 
deliverable based upon the applicable revenue recognition criteria discussed above and upon acceptance of goods or performance of 
service.  Effective  January  1,  2011,  for  new  or  significantly  modified  transactions,  the  Company  allocates  revenue  consideration, 
excluding  contingent  consideration,  based  on  the  relative  selling  prices  of  the  separate  units  of  accounting  contained  within  an 
arrangement containing multiple deliverables.

Royalty revenue is recognized in the period in which it is earned when the Company has information available to determine the 
amount; however, the majority of the Company’s royalty revenues are recognized one quarter in arrears as information is typically not 
available to determine quarterly royalty earnings until royalty statements are received from partners.

Share-Based Compensation

The Company utilizes share based compensation in the form of stock options, restricted stock units (“RSUs”) and performance-
based restricted stock units (“PSUs”).   The Company records compensation  expense associated  with share based awards granted to 
employees  at  the  fair  value  of  the  award  on  the  date  of  grant.   The  Company  uses  the  Black-Scholes  option  valuation  model  to 
determine the fair value of stock options. The fair values of RSU and PSU grants containing service or performance conditions are 
based  on  the  market  value  of  the  Company’s  Common  Stock  on  the  date  of  grant.   The  fair  value  of  PSUs  containing  a  market 
condition are estimated using a Monte Carlo simulation. Pre-vesting forfeitures are estimated in the determination of total stock-based 
compensation cost based on Company experience. The value of the portion of the award that is ultimately expected to vest is expensed 
ratably over the requisite service period as compensation expense in the consolidated statement of operations. The determination of 
fair  value  of  share-based  payment  awards  on  the  grant  date  requires  significant  judgment.  Assumptions  concerning  the  Company’s 
stock  price  volatility  and  projected  employee  exercise  behavior  over  the  contractual  life  of  the  award  can  significantly  impact  the 
estimated fair value of an award.

Product Warranty

The  Company provides a warranty on its  reusable needle-free  injector devices.  The  warranty period  on a needle-free  injector 
device is typically 24 months from either the date of retail sale of the device by a dealer or distributor or the date of shipment to a 
customer  if  specified  by  contract.  The  Company  recognizes  the  estimated  cost  of  warranty  obligations  at  the  time  the  products  are 
shipped  based  on  historical  claims  incurred  by  the  Company.   Actual  warranty  claim  costs  could  differ  from  these  estimates.  At 
December 31, 2015 and 2014, the Company had $100,000 in warranty liability reserves.

Research and Development

Research  and  development  expenses  include  costs  directly  attributable  to  the  conduct  of  research  and  development  programs 
including personnel costs, materials and supplies associated with design work and prototype development, FDA fees and the cost of 
services provided by outside contractors such as expenses related to clinical trials.  All costs associated with research and development 
activities are expensed as incurred.  

69

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial 
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their  respective  tax  bases.  Deferred  tax  assets  and  liabilities  are 
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected 
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period 
that  includes  the  enactment  date.  Valuation  allowances  are  established  when  necessary  to  reduce  deferred  tax  assets  to  the  amount 
expected to be realized.

Net Loss Per Share

Basic net loss per share is computed by dividing net income or loss available to common stockholders by the weighted-average 
number of common shares outstanding for the period. Diluted net loss per share is computed similar to basic net loss per share except 
that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options and 
warrants,  if  dilutive.  The  number  of  additional  shares  is  calculated  by  assuming  that  outstanding  stock  options  or  warrants  were 
exercised and that the proceeds from such exercise were used to acquire shares of common stock at the average market price during 
the reporting period.   All potentially dilutive common shares were excluded from the calculation because they were anti-dilutive for 
all periods presented.  Potentially dilutive securities excluded from dilutive loss per share were 9,480,497, 7,245,485 and 8,242,992 at 
December 31, 2015, 2014 and 2013, respectively.

Segment Information

Operating  segments  are  components  of  an  enterprise  for  which  separate  financial  information  is  available  and  is  evaluated 
regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s 
chief  operating  decision  maker  currently  evaluates  the  Company’s  operations  as  a  whole  from  a  number  of  different  operational 
perspectives, including but not limited to, on a product-by-product, customer and partner basis. The Company derives all significant 
revenues from self-administered parenteral pharmaceutical products and technologies, and has a single reportable operating segment 
of  business.  Accordingly,  the  Company  does  not  report  more  than  one  segment;  nevertheless,  management  periodically  evaluates 
whether the Company continues to have one single reportable segment of business.

Recent Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2015-11, 
Simplifying the Measurement of Inventory. The new standard changes the measurement principle for inventory from the lower of cost 
or  market  to  lower  of  cost  and  net  realizable  value.  The  standard  is  effective  for  public  entities  for  annual  and  interim  periods 
beginning after December 15, 2016. Early adoption is permitted. Entities are required to disclose the nature and reason for the change 
in  accounting  principle  in  the  first  interim  and  annual  period  of  adoption.  The  Company  is  currently  evaluating  the  impact  of  this 
standard on its consolidated results of operations and financial position.

In  May  2014,  the  FASB  issued  ASU  No.  2014-09,  Revenue  from  Contracts  with  Customers  (“ASU  No.  2014-09”).   This 
guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects 
the consideration to which the entity expects to be entitled in exchange for those goods or services.   The standard creates a five-step 
model that requires a company to: identify customer contracts, identify the separate performance obligations, determine the transaction 
price, allocate the transaction price to the separate performance obligations and recognize revenue when each performance obligation 
is  satisfied.   This  guidance  also  requires  an  entity  to  disclose  sufficient  information  to  enable  users  of  financial  statements  to 
understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.   Qualitative 
and quantitative information is required about:







Contracts  with  customers—including  revenue  and  impairments  recognized,  disaggregation  of  revenue  and  information 
about  contract  balances  and  performance  obligations  (including  the  transaction  price  allocated  to  the  remaining 
performance obligations).

Significant judgments and changes in judgments—determining the timing of satisfaction of performance obligations (over 
time or at a point in time), and determining the transaction price and amounts allocated to performance obligations.

Certain assets—assets recognized from the costs to obtain or fulfill a contract.

70

In  August  2015,  the  FASB  issued  ASU  2015-14  which  defers  the  effective  date  of  ASU  No.  2014-09  by  one  year  to  annual 
reporting periods beginning after December 15, 2017, including interim periods within that year. The standard allows for either full 
retrospective adoption, where the standard is applied to all periods presented, or modified retrospective adoption where the standard is 
applied only to the most current period presented in the financial  statements.   Early adoption of ASU 2014-09 is permitted  but not 
before  the  original  effective  date  (annual  periods  beginning  after  December  15,  2016).   The  Company  is  currently  evaluating  the 
impact of the adoption of this standard on its consolidated results of operations and financial position.

3.

Composition of Certain Financial Statement Captions

  December 31,     December 31,  

2015

2014

Inventories:

Raw material
Work in process
Finished goods

Equipment, molds, furniture and fixtures:

Furniture, fixtures and office equipment
Production molds and equipment
Molds and tooling in process
Less accumulated depreciation

Patent rights:

Patent rights
Less accumulated amortization

Accrued expenses and other liabilities:

Accrued employee compensation and benefits
Liabilities related to OTREXUPTM commercialization and
   development
OTREXUPTM product sales allowances
Other liabilities

  $

305,149    $
1,539,319     
3,879,929     

461,396 
3,896,837 
1,501,691 
  $ 5,724,397    $ 5,859,924 

  $ 2,058,146    $ 1,551,100 
8,322,631 
3,836,650 
(2,881,640)
  $ 14,793,084    $ 10,828,741 

8,481,005     
8,169,543     
(3,915,610)   

  $ 4,533,439    $ 4,468,166 
(1,583,142)
  $ 2,434,542    $ 2,885,024 

(2,098,897)   

  $ 3,018,987    $ 1,559,255 

399,482     
751,318     
2,318,245     

1,922,422 
230,768 
1,923,114 
  $ 6,488,032    $ 5,635,559  

4.

Stockholders’ Equity

On May 11, 2015, the Company completed an underwritten offering of 23,000,000 shares of its common stock at a price to the 
public of $2.00 per share. The Company received net proceeds of approximately $42.9 million after deducting underwriting discounts, 
commissions and offering expenses paid by the Company. The Company intends to use the net proceeds from the offering for general 
corporate purposes including business development, in-licensing and acquisitions.

5.

Share-Based Compensation

The  Company’s  2008  Equity  Compensation  Plan  (the  “Plan”)  allows  for  grants  in  the  form  of  incentive  stock  options, 
nonqualified stock options, stock units, stock awards, stock appreciation rights, and other stock-based awards.  All of the Company’s 
officers, directors, employees, consultants and advisors are eligible to receive grants under the Plan.   Under the Plan, the maximum 
number of shares authorized for issuance is 21,000,000 and the maximum number of shares of stock that may be granted to any one 
participant during a calendar year is 1,000,000 shares.  Options to purchase shares of common stock are granted at exercise prices not 
less  than  100%  of  fair  market  value  on  the  dates  of  grant.   The  term  of  each  option  is  10  years  and  the  options  typically  vest  in 
quarterly  installments  over  a  three-year  period.   As  of  December  31,  2015,  the  Plan  had  927,562  shares  available  for  grant.   Stock 
option exercises are satisfied through the issuance of new shares.

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Stock Options

A summary of stock option activity under the Plan as of December 31, 2015 and the changes during the three years then ended 

is as follows:

Outstanding at December 31, 2012

Granted/Issued
Exercised
Cancelled/Forfeited

Outstanding at December 31, 2013

Granted/Issued
Exercised
Cancelled/Forfeited

Outstanding at December 31, 2014

Granted/Issued
Exercised
Cancelled/Forfeited

Outstanding at December 31, 2015
Exercisable at December 31, 2015

    Weighted      
Average

    Weighted    
Average
Exercise
Price ($)

    Remaining     Aggregate
Intrinsic
    Contractual
Value ($)
    Term (Years)    

1.49     
3.99     
0.72     
3.48     
1.89     
2.89     
1.21     
3.41     
2.25     
2.23     
1.54     
2.92     
2.19     
2.10     

       3,319,471 

       3,585,453 

— 

6.7     
5.7     

614,202 
614,202  

  Number of

Shares
    7,814,561     
    1,129,380     
(981,385)    
(264,664)    
    7,697,892     
    2,596,201     
    (2,124,123)    
(924,485)    
    7,245,485     
    2,984,010     
(20,000)    
(728,998)    
    9,480,497     
    6,650,636     

As  of  December  31,  2015,  there  was  $3,003,000  of  total  unrecognized  compensation  costs  related  to  nonvested  outstanding 

stock options that are expected to be recognized over a weighted average period of approximately 1.9 years.

Stock  option  expense  recognized  in  2015,  2014  and  2013  was  approximately  $2,883,000,  $2,060,000  and  $1,364,000, 
respectively.  The per share weighted average fair value of options granted during 2015, 2014 and 2013 was estimated as $1.13, $1.64 
and $2.26, respectively, on the date of grant using the Black-Scholes option pricing model based on the assumptions noted in the table 
below.   Expected  volatilities  are  based  on  the  historical  volatility  of  the  Company’s  stock.   The  weighted  average  expected  life  is 
based on both historical and anticipated employee behavior.

Risk-free interest rate
Annualized volatility
Weighted average expected life, in years
Expected dividend yield

2015

December 31,
2014

2013

1.3%   
53.5%   
6.0 
0.0%   

1.6%   
60.7%   
6.0 
0.0%   

0.9%
62.0%
6.0 
0.0%

Option exercises during 2015, 2014 and 2013 resulted in proceeds of $30,800, $2,564,987 and $692,348, respectively, and in the 

issuance of shares of common stock of 20,000 in 2015, 2,124,123 in 2014 and 981,385 in 2013.

Long Term Incentive Program

The  Company’s  Board  of  Directors  has  approved  a  long  term  incentive  program  (“LTIP”)  for  the  benefit  of  the  Company’s 
senior  executives.   Pursuant  to  the  LTIP,  the  Company’s  senior  executives  have  been  awarded  stock  options,  restricted  stock  units 
(“RSU”) and performance stock units (“PSU”) with targeted values based on similar award structures granted by the Company’s peer 
group.  The stock options have a ten-year term, have an exercise price equal to the closing price of the Company’s common stock on 
the date of grant, vest in quarterly installments over three years, were otherwise granted on the same standard terms and conditions as 
other stock options granted pursuant to the Plan and are included in the stock options table above. The RSUs vest in three equal annual 
installments, and the PSU awards vest and convert into shares of the Company’s common stock based on the Company’s attainment of 
certain performance goals over a performance period, which is typically three to five years.  In 2015, the value of the annual award for 
each senior executive was delivered 33% in the form of PSUs, 33% in the form of RSUs and 34% in the form of stock options. In 
2014, the value of the annual award for each senior executive was delivered 50% in the form of PSUs, 25% in the form of shares of 
RSUs and 25% in the form of stock options. Prior to 2014, 33% of the value for each senior executive was delivered in the form of 
stock options, 33% of the value was delivered in the form of PSUs and 33% was delivered in the form of RSUs.

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The  performance  stock  unit  awards  and  restricted  stock  unit  awards  granted  under  the  long  term  incentive  program  are 

summarized in the following table:

Outstanding at December 31, 2012

Granted
Vested/settled
Forfeited/expired

Outstanding at December 31, 2013

Granted
Vested/settled
Forfeited/expired

Outstanding at December 31, 2014

Granted
Vested/settled
Forfeited/expired

Outstanding at December 31, 2015

Performance Stock Units
Weighted
Average Grant
Date Fair
Value ($)

Restricted Stock Units

Weighted
Average Grant
Date Fair
Value ($)

Number of
Shares

Number of
Shares
319,715     
185,185     
—     
(98,237)    
406,663     
651,980     
(87,519)    
(507,582)    
463,542     
664,391     
—     
(171,755)    
956,178     

2.78     
3.96     
—     
3.32     
3.19     
3.02     
2.03     
3.26     
3.08     
2.09     

2.69     
2.40     

—     
185,185     
—     
(29,461)    
155,724     
325,991     
(51,907)    
(198,684)    
231,124     
664,391     
(112,285)    
(68,402)    
714,828     

3.96 

3.96 
3.96 
3.02 
3.96 
3.45 
3.07 
2.18 
2.92 
2.47 
2.32  

In 2015 and 2014, the LTIP awards include PSUs that will be earned based on the Company’s total shareholder return (“TSR”) 
as  compared  to  the  Nasdaq  Biotechnology  Index  (“NBI”)  at  the  end  of  the  performance  period,  which  performance  period  is 
January 1, 2014 to December 31, 2016 for the 2014 award and January 1, 2015 to December 31, 2017 for the 2015 award.  Depending 
on the outcome of the performance goal, a recipient may ultimately earn a number of shares greater or less than their target number of 
shares  granted,  ranging  from  0%  to  150%  of  the  PSUs  granted.   The  fair  values  of  the  TSR  PSUs  granted  in  2015  and  2014  was 
determined using a Monte Carlo simulation and utilized the following inputs and assumptions:

Closing stock price on grant date
Performance period starting price
Term of award (in years)
Volatility
Risk-free interest rate
Expected dividend yield
Fair value per TSR PSU

2015
Award

2014
Award

 $
 $

 $

 $
 $

2.18 
2.52 
2.59 
60.5%  
0.8%  
0.0%  
 $
1.71 

3.09 
4.08 
2.59 
50.9%
0.6%
0.0%
2.64  

The  performance  period  starting  price  is  measured  as  the  average  closing  price  over  the  last  20  trading  days  prior  to  the 
performance  period  start.  The  Monte  Carlo  simulation  model  also  assumed  correlations  of  returns  of  the  prices  of  the  Company’s 
common stock and the common stocks of the NBI companies and stock price volatilities of the NBI companies.  The fair value of the 
target number of shares that can be earned under the TSR PSUs is being recognized as compensation expense over the term of the 
award.

In  2015,  2014  and  2013,  a  portion  of  the  awards  were  net-share  settled  such  that  the  Company  withheld  shares  with  value 
equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the 
cash  to  the  appropriate  taxing  authorities.  The  total  shares  withheld  were  39,665,  38,768  and  30,153  in  2015,  2014  and  2013, 
respectively,  and  were  based  on  the  value  of  the  shares  on  their  vesting  date  as  determined  by  the  Company’s  closing  stock  price. 
Total payments for the employees’ tax obligations to the taxing authorities were $87,770, $154,397 and $104,329 in 2015, 2014 and 
2013,  respectively,  and  are  reflected  as  a  financing  activity  within  the  Consolidated  Statements  of  Cash  Flows.  These  net-share 
settlements reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an 
expense to the Company.

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In  connection  with  PSU  awards,  including  both  TSR  based  awards  and  awards  with  defined  performance  goals  considered 
probable of achievement, the Company recognized total compensation expense of approximately $250,000 in 2015, and a net expense 
reduction  of  $3,000  in  2014.   The  net  expense  reduction  was  primarily  the  result  of  award  forfeitures  and  the  reversal  of  expense 
associated  with  awards  previously  granted  to  senior  executives  who  left  the  Company  in  2014.  In  2013,  compensation  expense 
recognized in connection with the PSUs was $259,000.  Compensation expense recognized in 2015, 2014 and 2013 in connection with 
the RSUs was $526,000, $212,000 and $125,000, respectively.

Stock Awards

The Company, at times, has made discretionary grants of its common stock to members of management and other employees in 
lieu of cash bonus awards or in recognition of special achievements.    There were no discretionary grants of common stack made in 
2015 or 2013.  In 2014, 150,000 shares of common stock were granted to members of executive management as bonus compensation 
for achievements in 2013.

In addition to the shares granted to members of management and employees, members of the Company’s Board of Directors, at 
times,  have  received  a  portion  of  their  annual  compensation  in  shares  of  Company  common  stock.  Expense  was  recognized  on  a 
straight line basis over the one year period that the compensation is earned.  Expense recognized in connection with shares granted to 
directors prior to 2014 totaled $356,000 and $679,500 for the years ended December 31, 2014 and 2013, respectively. In 2015 and 
2014, no shares were granted to the directors, as all directors’ compensation was paid in cash and stock options.  

Warrants

There were no outstanding warrants or warrant activity in 2015.   Warrant exercises during 2014 and 2013 resulted in proceeds 
of  $545,115  and  $1,634,490,  respectively,  and  in  the  issuance  of  545,100  and  1,470,869  shares  of  common  stock,  respectively.  
Warrant activity is summarized as follows:

Outstanding at December 31, 2012

Exercised
Cancelled

Outstanding at December 31, 2013

Exercised

Outstanding at December 31, 2014

Number of
Shares
   3,015,969    
   (1,470,869)   
   (1,000,000)   
545,100    
(545,100)   
—    

Weighted
Average Price ($)  
1.98 
1.11 
3.78 
1.00 
1.00 

6.

Employee 401(k) Savings Plan

The  Company  sponsors  a  401(k)  defined  contribution  retirement  savings  plan  that  covers  all  U.S.  employees  who  have  met 
minimum age and service requirements. Under the plan, eligible employees may contribute up to 50% of their annual compensation 
into the plan up to the IRS annual limits. At the discretion of the Board of Directors, the Company may contribute elective amounts to 
the plan, allocated in proportion to employee contributions to the plan, employee’s salary, or both. For the years ended December 31, 
2015,  2014  and  2013,  the  Company  elected  to  make  contributions  to  the  plan  totaling  approximately  $392,000,  $373,000  and 
$230,000, respectively.

74

 
 
 
 
 
  
  
  
  
7.

Leases

The Company has non-cancellable operating leases for its corporate headquarters facility in Ewing, New Jersey, and its office, 
research  and  development  facility  in  Plymouth,  Minnesota,  a  suburb  of  Minneapolis.   The  leases  require  payment  of  all  executory 
costs such as maintenance  and property taxes.   Rent expense incurred for the years ended December 31, 2015, 2014 and 2013 was 
$672,210,  $611,818  and  $453,142,  respectively.   Future  minimum  lease  payments  under  operating  leases  with  remaining  terms  in 
excess of one year as of December 31, 2015 were as follows: 

2016
2017
2018
2019
2020
Thereafter
Total future minimum lease payments

Amount

599,539 
611,067 
622,716 
565,955 
232,865 
298,128 
2,930,270  

 $

 $

8.

Income Taxes

The  Company  was  subject  to  taxes  in  both  the  U.S.  and  Switzerland  in  each  of  the  years  in  the  three-year  period  ended 
December 31, 2015.  In the U.S., the Company incurred losses for both book and tax purposes for the year ended December 31, 2015, 
and, accordingly, no income taxes were provided.   In Switzerland, net operating loss carryforwards were used to fully offset taxable 
income of approximately $1,127,000, $177,000 and $500,000 in the years ended December 31, 2015, 2014 and 2013, respectively.

Income (loss) before income taxes was derived from the following jurisdictions:

U.S.
Switzerland

2015

2014
 $(21,831,232)  $(35,359,378)  $(21,568,727)
761,951 
 $(20,483,846)  $(35,126,715)  $(20,806,776)

1,347,386    

232,663    

2013

Effective tax rates differ from statutory income tax rates in the years ended December 31, 2015, 2014 and 2013 as follows:

Statutory income tax rate
State income taxes
Valuation allowance increase (decrease)
Effect of foreign operations
Change in unused net operating loss and credit carryforwards   
Nondeductible items

2015

2014

2013

(34.0)%   
(5.7)
35.2 
(1.3)
2.8 
3.9 
0.9%   

(34.0)%   
(3.7)
37.8 
(0.2)
(0.2)
0.4 
0.1%   

(34.0)%
(1.0)
28.8 
(0.7)
(1.0)
6.5 
(1.4)%

75

 
 
 
 
  
  
  
  
  
 
 
 
   
   
 
  
 
 
 
 
 
 
 
 
 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 
  
Deferred tax assets (liabilities) as of December 31, 2015 and 2014 consist of the following:

2015

2014

Gross deferred tax assets:

Net operating loss carryforward – U.S.
Net operating loss carryforward – Switzerland
Research and development tax credit carryforward
Deferred revenue
Stock-based compensation
Inventory reserve
Compensation accruals
Other

Gross deferred tax liabilities – depreciation and amortization
Less valuation allowance
Net deferred tax asset

1,526,000    
4,707,000    
301,000    
2,201,000    
315,000    
1,006,000    
241,000    

 $ 49,450,000   $ 40,428,000 
3,128,000 
3,617,000 
1,292,000 
1,677,000 
1,356,000 
425,000 
41,000 
   59,747,000     51,964,000 
(648,000)
 (58,894,000)    (51,041,000)
275,000  

(753,000)   

100,000   $

 $

The  valuation  allowance  for  deferred  tax  assets  as  of  December  31,  2015  and  2014  was  $58,894,000  and  $51,041,000, 
respectively.   The total valuation allowance increased $7,853,000 for the year ended December 31, 2015 and increased $13,476,000 
for the year ended December 31, 2014.

In  2013,  management  determined  it  was  more  likely  than  not  that  a  portion  of  the  deferred  tax  assets  associated  with  NOL 
carryforwards in Switzerland will be realized; therefore, $300,000 of the valuation allowance was released as of December 31, 2013.  
This  determination  was  made  after  considering  that  the  Switzerland  operations  had  generated  taxable  income  for  two  consecutive 
years, and after determining that it appeared likely that taxable income would continue in future years.  In assessing the realizability of 
deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not 
be  realized.  The  ultimate  realization  of  deferred  tax  assets  is  dependent  upon  the  generation  of  future  taxable  income  during  the 
periods in which temporary differences become deductible or in which net operating loss or tax credit carryforwards can be utilized.  
Both positive and negative evidence is considered in assessing the realizability of deferred tax assets and determining whether or not 
to record a valuation allowance.  In 2015 and 2014, the Switzerland operations generated taxable income of approximately $1,127,000 
and $177,000, respectively, and the Company recognized tax expense of $175,000 and $25,000, respectively, realizing the benefit of 
$175,000 and $25,000, respectively of deferred tax assets associated with NOL carryforwards in Switzerland.

After  considering  the  evidence  with  respect  to  the  U.S.  deferred  tax  assets,  management  determined  that  as  of  December  31, 
2015,  it  continues  to  be  more  likely  than  not  that  the  U.S.  deferred  tax  assets  will  not  be  realized  and  has  recorded  a  valuation 
allowance against all U.S. deferred tax assets.

The Company has a U.S. federal net operating loss carryforward at December 31, 2015, of approximately $139,008,000, which, 
subject to limitations of Internal Revenue Code (“IRC”) Section 382, is available to reduce income taxes payable in future years. If not 
used, this carryforward will expire in years 2018 through 2035.  Included in the federal net operating loss is approximately $5,500,000 
of loss generated by deductions related to equity-based compensation, the tax effect of which will be recorded to additional paid in 
capital when utilized.  Additionally, the Company has research credit carryforwards of approximately $4,400,000. These credits expire 
in years 2018 through 2035.

Utilization of U.S. net operating losses and tax credits of the Company may be subject to annual limitations under IRC Sections 
382  and  383,  respectively.   The  annual  limitations,  if  any,  have  not  yet  been  determined.   When  a  review  is  performed  and  if  any 
annual limitations are determined, then the gross deferred tax assets for the net operating losses and tax credits would be reduced with 
a reduction in the valuation allowance of a like amount.

The Company also has a Swiss net operating loss carryforward at December 31, 2015, of approximately $11,300,000, which is 
available to reduce income taxes payable in future years. If not used, this carryforward will expire in years 2016 through 2018, with 
approximately $10,400,000 expiring in 2016.

As  of December  31,  2015  and  2014, there  were  no  unrecognized  tax  benefits.   Accordingly,  a  tabular  reconciliation  from 
beginning to ending periods is not provided.  The Company will classify any future interest and penalties as a component of income 
tax expense if incurred.  To date, there have been no interest or penalties charged or accrued in relation to unrecognized tax benefits.

The Company does not anticipate that the total amount of unrecognized tax benefits will change significantly in the next twelve 

months.

76

 
 
 
   
 
  
     
  
  
  
  
  
  
  
  
 
 
 
 
The  Company  is  subject  to  federal  and  state  examinations  for  the  years  2010  and  thereafter.  There  are  no  tax  examinations 

currently in progress.

9.

Revenue Arrangements

Teva License, Development and Supply Agreements

In  November  2012,  the  Company  entered  into  a  license,  supply  and  distribution  agreement  with  Teva  for  an  auto  injector 

product containing sumatriptan for the treatment of migraines.   Teva will manufacture and supply sumatriptan in a prefilled syringe.   
The  Company  will  manufacture  the  device,  assemble  the  device  and  prefilled  syringe  and  supply  the  final  product  to  Teva  for 
distribution.   Teva  will  distribute  the  product  in  the  U.S.  and  also  received  an  option  for  rights  in  other  territories.   Under  the 
agreement, the Company received an upfront payment, which was deferred, and will receive a milestone payment upon commercial 
launch.   In addition, the Company will be compensated  for devices it delivers  to Teva, and share in net profits from product sales, 
which will be split 50/50 between the Company and Teva.  The term of the agreement continues seven years from commercial launch, 
with automatic one year renewals. In December 2015, the Company received FDA approval for its ANDA for Sumatriptan Injection 
USP and is working with Teva toward a commercial launch.

In  December  2007,  the  Company  entered  into  a  license,  development  and  supply  agreement  with  Teva  under  which  the 
Company  will  develop  and  supply  a  disposable  pen  injector  for  use  with  two  undisclosed  patient-administered  pharmaceutical 
products, one of which has now been disclosed as exenatide.  Under the agreement, an upfront payment, development milestones, and 
royalties on Teva’s product sales, as well as a purchase price for each device sold are to be received by the Company under certain 
circumstances.    In January 2011, this agreement was amended such that Teva pays for all development work and tooling associated 
with device development, and the Company is now developing two different disposable pens, one for each product.   This agreement 
will continue until the later of December 2017 or the expiration date of the last to expire patent covering the device or product that is 
filed no later than 12 months after FDA approval, and will be automatically renewed for successive periods of two years each.

In September 2006, the Company entered into a Supply Agreement with Teva, pursuant to which Teva is obligated to purchase 
all of its needle-free delivery device requirements from the Company for hGH to be marketed in the United States. The Company was 
entitled to receive an upfront cash payment, milestone fees and royalty payments on Teva’s net sales, as well as a purchase price for 
each device sold.  The upfront payment was recognized as revenue over the development period, and the milestone fees and royalties 
were  recognized  as  revenue  when  earned.   In  2009,  Teva  launched  the  Company’s  Tjet  needle-free  device  with  their  hGH  Tev-
Tropin®.  The original term of this agreement extended through September 2013, however, in May 2013 the agreement was amended 
to  provide  for  one  year  automatic  renewals  unless  terminated  by  either  party  six  months  ahead  of  the  expiring  term.  In  the  fourth 
quarter of 2014, Teva sold the U.S. rights to Tev-Tropin to Ferring, as further discussed below.

In July 2006, the Company entered into an exclusive License, Development and Supply Agreement with Teva.  Pursuant to the 
agreement,  Teva  is  obligated  to  purchase  all  of  its  delivery  device  requirements  from  the  Company  for  an  auto  injector  product 
containing epinephrine to be marketed in the U.S. and Canada.  The Company was entitled to an upfront cash payment, milestone fees, 
a negotiated purchase price for each device sold, as well as royalties on sales of product.  This agreement will continue until the later 
of July 2016 or the expiration date of the last to expire patent covering the device or product that is filed no later than 12 months after 
FDA approval.

Under  a  separate  agreement,  Teva  agreed  to  provide  the  Company  with  device  orders  of  an  undisclosed  amount,  to  make  a 
milestone  payment  to the  Company  upon FDA approval  of epinephrine  auto injector,  and to  assume  all  litigation  costs  related  to  a 
patent litigation between Teva and Meridian Medical, a Pfizer subsidiary.

AMAG Development and License Agreement

In September 2014 the Company entered into a development and license agreement with Lumara Health, Inc., which was later 
acquired  by  AMAG  Pharmaceuticals,  Inc.  (AMAG)  in  November  2014.   Under  the  agreement,  the  Company  granted  an  exclusive, 
worldwide,  royalty-bearing  license,  with the right to sublicense,  to certain  intellectual  property rights, including  know-how, patents 
and  trademarks,  to  develop,  use,  sell,  offer  for  sale  and  import  and  export  an  auto-injection  system  for  use  with  17-alpha 
hydroxyprogesterone  caproate,  a  progestin  drug  indicated  to  reduce  the  risk  of  preterm  birth.  The  Company  received  an  upfront 
payment  for  its  license  and  development  work,  and  is  entitled  to  receive  milestones  payments,  payment  of  purchase  price  for  each 
device sold, and royalties on net product sales.  

Under the arrangement, AMAG is responsible for the clinical development and preparation, submission and maintenance of all 
regulatory  applications,  supply  of  the  drug  to  be  used  in  the  product,  and  to  market  and  sell  the  product.   The  Company  is  the 
exclusive  supplier  of  the  auto-injection  system  devices  for  the  product  and  is  responsible  for  the  manufacture  and  supply  of  the 
devices  and  final  assembly  and  packaging  of  the  product.   The  Company  is  entitled  to  receive  royalties  on  net  sales  of  products 

77

commencing on product launch in a particular country until the product is no longer developed, marketed, sold or offered for sale in 
such country. The royalty rates range from high single digit to low double digits and are tiered based on levels of net sales of products 
and decrease after the expiration of licensed patents or where there are generic equivalents to the auto injector product being sold in a 
particular country.  

The  Company  identified  and  evaluated  a  number  of  deliverables  in  the  agreement  and  concluded  that  the  manufacturing 
deliverable  has stand-alone  value but the license and development  work do not have value on a stand-alone  basis.   As a result, the 
license and development deliverables do not qualify for treatment as separate units of accounting, and accordingly, are accounted for 
as a single unit of accounting and will be recognized as revenue during the estimated development period.  The Company recognized 
revenue  in  2015  and  2014  of  approximately  $365,000  and  $560,000,  respectively  and  had  deferred  revenue  of  approximately 
$531,000 and $115,000 at December 31, 2015 and 2014, respectively, in connection with this agreement.

LEO Pharma Promotion and License Agreement

In November 2013, the Company entered into a promotion and license agreement with LEO Pharma.  Under this agreement the 
Company  granted  LEO  Pharma  the  exclusive  right  to  promote  OTREXUP™  to  dermatologists  for  symptomatic  control  of  severe 
recalcitrant psoriasis in adults in the U.S.  LEO Pharma is responsible for promotion and marketing activities in dermatology and the 
Company  is  responsible  for  the  supply  of  OTREXUP™  product  and  samples.   The  Company  received  from  LEO  Pharma  a  non-
refundable upfront payment of $5.0 million, a milestone payment of $5.0 million, and was entitiled to a milestone payment of $10.0 
million upon realizing a defined level of net sales in a calendar year.   The Company agreed to pay LEO Pharma a percentage of net 
sales generated in dermatology and recorded the payments to LEO Pharma as sales and marketing expense.

The Company identified and evaluated a number of deliverables in the agreement and concluded that none of the deliverables 
had  value  on  a  stand-alone  basis.   As  a  result,  these  deliverables  did  not  qualify  for  treatment  as  separate  units  of  accounting,  and 
accordingly, the deliverables were accounted for as a single unit of accounting with each of the payments allocated to the deliverables 
and recognized as revenue over the 35 month estimated life of the agreement.   Deferred revenue in connection with this agreement 
was $6.0 million at December 31, 2014.

Effective June 23, 2015, the agreement with LEO was terminated and the Company regained the exclusive U.S. marketing rights 
to  OTREXUP™.   As  a result, the Company  recognized the  remaining  unamortized  balance of the  deferred  revenues related  to this 
arrangement in the second quarter of 2015. In total, the Company recognized revenue of $6,000,000, $3,429,000 and $571,000 in the 
years ended December 31, 2015, 2014 and 2013, respectively, pursuant to this agreement.

Ferring Agreements

In  November  2009,  the  Company  entered  into  an  Exclusive  License  Agreement  with  Ferring,  under  which  the  Company 
licensed certain of its patents and agreed to transfer know-how for its transdermal gel technology for certain pharmaceutical products.  
The agreement will remain in effect until the last applicable patent under the agreement expires. Under the terms of the agreement, the 
Company is entitled to receive milestone payments as certain defined milestones are achieved. In 2015, the Company recognized a 
$1,000,000  milestone  under  this  arrangement,  which  was  earned  in  connection  with  Ferring  filing  a  NDA  related  to  the  patented 
licensed technology.

The  Company  entered  into  a  License  Agreement  with  Ferring  in  2003  under  which  the  Company  licensed  certain  of  its 
intellectual property and extended the territories available to Ferring for use of certain of the Company’s reusable needle-free injector 
devices. Specifically, the Company granted to Ferring an exclusive, perpetual, irrevocable, royalty-bearing license, within a prescribed 
manufacturing territory, to manufacture certain of the Company’s reusable needle-free injector devices for the field of human growth 
hormone. The Company granted to Ferring similar non-exclusive rights outside of the prescribed manufacturing territory.

As  consideration  for  the  license  grants,  Ferring  paid  the  Company  an  upfront  payment  upon  execution  of  the  License 
Agreement,  and  an  additional  milestone  in  2003.  Ferring  also  pays  the  Company  royalties  for  each  device  manufactured  by  or  on 
behalf of Ferring, including devices manufactured by the Company.  These royalty obligations expire, on a country-by-country basis, 
when the respective patents for the products expire, despite the fact that the License Agreement does not itself expire until the last of 
such patents expires. The license fees were initially deferred and are being recognized in income over the period from 2003 through 
2016.   In March 2007, the Company amended the agreement increasing the royalty rate and device pricing, included a next generation 
device and provided for payment principally in U.S. dollars rather than Euros.

In the fourth quarter of 2014, Ferring purchased the U.S. rights to Teva’s hGH drug Tev-Tropin® and assumed the terms of our 
existing licensing and supply agreement.  In 2015, Ferring received FDA approval for a name change of the drug to ZOMACTON™ 
and FDA approval for the 10mg needle-free device ZOMA-Jet™ to be marketed in the U.S.   Under the terms of the agreement, the 
Company receives royalty payments on Ferring’s net sales, which are recognized as revenue when received.

78

Other Revenue Arrangements

In  July  2011,  the  Company  entered  into  an  exclusive  licensing  agreement  with  Actavis  to  commercialize,  in  the  U.S.  and 
Canada,  the  Company’s  topical  oxybutynin  gel  3%  product,  which  was  subsequently  approved  by  the  FDA  in  December  2011. 
Pursuant  to  the  agreement,  the  Company  is  entitled  to  receive  royalties  on  both  the  Company’s  oxybutynin  gel  3%  product  and 
Actavis’ oxybutynin gel product Gelnique® 10%.

In December 2009, the Company entered into a license agreement for Elestrin®, which is currently being marketed in the U.S. 

by Meda Pharma.  The Company is entitled to royalties on sales of Elestrin®, which are recognized as revenue when received.

10.

Significant Customers and Concentrations of Risk

Revenues by customer location are summarized as follows:

United States of America
Europe
Other

2015

Year Ended December 31,
2014
  $ 39,228,615    $ 21,409,371    $ 16,479,855 
    6,025,899      4,761,684      3,901,422 
237,223 
  $ 45,658,100    $ 26,501,665    $ 20,618,500  

330,610     

403,586     

2013

The following summarizes significant customers comprising 10% or more of total revenue for the years ended December 31: 

Teva
Ferring
McKesson (1)
LEO Pharma

2015

For the Years Ended December 31,
2014
  $ 17,714,823    $ 8,682,384    $ 13,559,541 
    6,116,642      4,760,084      3,827,098 
    6,837,047      3,460,000     
— 
571,428  
    6,000,000      3,428,571     

2013

(1)

Represents estimated revenue based on OTREXUP™ shipments, a portion of which has not been recognized as revenue but is 
recorded in deferred revenue as discussed in Note 2.

11. Legal Proceedings

In the first quarter of 2014, medac Pharma, Inc. (“Medac Pharma”) announced that it submitted a NDA to the FDA for an auto-
pen containing methotrexate.   On February 28, 2014, Antares filed a complaint against Medac Pharma and medac GmbH, the parent 
company  of  Medac  Pharma,  (medac  GmbH,  together  with  Medac  Pharma,  “Medac”)  in  the  U.S.  District  Court  for  the  District  of 
Delaware,  alleging  infringement  of  two  of  the  Company’s  patents  for  technology  regarding  an  auto  injector  and  an  auto  injector 
containing methotrexate.  On March 14, 2014, Antares filed a motion for preliminary injunction seeking to enjoin Medac from selling 
its methotrexate auto-pen product if and when such product is approved for sale in the United States, pending the final resolution of 
the  litigation.   On  April  18,  2014  an  amended  complaint  was  filed  asserting  four  Antares  patents,  and  the  motion  for  preliminary 
injunction  was  updated.   On  July  10,  2014,  the  District  Court  denied  Antares’  motion  for  preliminary  injunction.  Antares  filed  an 
appeal of the denial of the motion for preliminary injunction with the U.S. Court of Appeals for the Federal Circuit, and in February 
2015,  that  motion  was  denied.   In  2014,  a  total  of  approximately  $1,800,000  in  legal  patent  defense  costs  were  capitalized  in 
connection with this suit.

On  March  7,  2014,  Medac  filed  suit  against  Antares,  LEO  Pharma,  Inc.  and  its  parent  company,  LEO  Pharma  A/S  (LEO 
Pharma, Inc. together with LEO Pharma A/S, the “LEO Entities”) in the U.S. District Court for the District of New Jersey, alleging 
that  Antares  and  the  LEO  Entities  infringe  Medac  Pharma’s  U.S.  Patent  8,664,231  (the  “231  patent”)  that  was  issued  by  the  U.S. 
Patent and Trademark Office on March 4, 2014.  Under the terms of the promotion and license agreement between the Company and 
the  LEO  Entities,  the  Company  agreed  to  indemnify  the  LEO  Entities  from  claims  that  OTREXUP™  infringes  the  intellectual 
property rights of any third party.  On July 1, 2014, Antares filed a petition with the Patent Trial and Appeal Board (the “PTAB”) of 
the  U.S. Patent and Trademark  Office  seeking  an  inter  partes  review  of the  231 patent,  and in January  2015, the  PTAB decided  to 
institute review of the 231 patent.  Legal costs in connection with this suit and the inter partes review were expensed as incurred.

79

 
 
 
 
 
 
   
   
 
   
 
 
 
 
 
 
 
 
 
 
 
 
In April 2015, Antares, Medac and the LEO Entites entered into a settlement agreement pursuant to which all of the proceedings 
related  to  Antares’  and  Medac’s  respective  patents  mentioned  above  and  the  proceeding  pending  before  the  Technical  Board  of 
Appeal of the European Patent Office were dismissed.   The settlement agreement also provides for a royalty-free cross-license under 
the patents-named in-the proceedings and their families allowing the manufacture and sale of OTREXUP™ (methotrexate) injection 
and RASUVO™ in and for the U.S.   As a result, the $1,800,000 million of capitalized legal patent defense costs will continue to be 
amortized over the estimated useful life of the patents.

12. Quarterly Financial Data (unaudited)

First

Second

Third

Fourth

2015:
Total revenues
Gross profit
Net loss
Net loss per common share (1)
Weighted average shares
2014:
Total revenues
Gross profit
Net loss
Net loss per common share (1)
Weighted average shares

 $

8,348,037   $ 14,420,391   $ 11,085,752   $ 11,803,920 
5,828,823 
4,673,308    
(6,626,485)
(6,787,674)  
(0.04)
(0.05)  
   131,744,741     144,650,269     154,808,641     154,828,729 

9,712,297    
(1,506,646)  
(0.01)  

5,985,989    
(5,738,041)  
(0.04)  

 $

5,202,195   $
4,025,450    
(8,794,605)  
(0.07)  

8,402,104 
6,570,581   $
4,063,215    
2,979,600 
(7,186,441)   (10,074,944)
(0.08)
   129,656,257     130,051,896     130,771,380     131,694,429  

6,326,785   $
4,196,705    
(9,097,725)  
(0.07)  

(0.05)  

(1)

Net  loss  per  common  share  is  computed  based  upon  the  weighted  average  number  of  shares  outstanding  during  each  period. 
Basic and diluted loss per share amounts are identical as the effect of potential common shares is anti-dilutive.

80

 
 
 
   
   
   
 
  
     
     
     
  
  
  
  
  
     
     
     
  
  
  
  
Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The  Company’s  management  evaluated,  under  the  supervision  and  with  the  participation  of  the  Company’s  Chief  Executive 
Officer and Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the 
Securities  Exchange  Act  of  1934,  as  amended)  as  of  the  end  of  the  period  covered  by  this  report.  Based  upon  this  evaluation,  the 
Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2015, the Company’s disclosure 
controls and procedures are effective.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting 
(as  defined  in  Rule  13a-15(f)  under  the  Securities  Exchange  Act  of  1934,  as  amended).  Under  the  supervision  and  with  the 
participation  of  the  Chief  Executive  Officer  and  the  Chief  Financial  Officer,  the  Company  conducted  an  evaluation  of  the 
effectiveness of its internal control over financial reporting as of December 31, 2015. This assessment was based on the criteria set 
forth  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway  Commission,  or  COSO,  in  Internal  Control-Integrated 
Framework (2013).

The  Company’s  internal  control  over  financial  reporting  is  a  process  designed  to  provide  reasonable  assurance  regarding  the 
reliability  of  financial  reporting  and  the  preparation  of  financial  statements  for  external  purposes  in  accordance  with  generally 
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that:

(i)

(ii)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions 
of the Company’s assets; 

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in 
accordance  with  generally  accepted  accounting  principles,  and  that  the  Company’s  receipts  and  expenditures  are  being 
made only in accordance with authorizations of the Company’s management and board of directors; and 

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of 

the Company’s assets that could have a material effect on the financial statements. 

Because  of  its  inherent  limitations,  internal  control  over  financial  reporting  may  not  prevent  or  detect  misstatements.  Also, 
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of 
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on the Company’s assessment using the COSO Internal Control-Integrated Framework (2013) criteria, management has 
concluded  that  its  internal  control  over  financial  reporting  was  effective  as  of  December  31,  2015  to  provide  reasonable  assurance 
regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted 
accounting principles. 

The  Company’s  independent  registered  public  accounting  firm,  KPMG  LLP,  has  issued  an  audit  report  on  the  Company’s 

internal control over financial reporting, which appears in Item 8 of this Annual Report on Form 10-K.

Changes in internal control over financial reporting.

There  was  no  change  in  the  Company’s  internal  control  over  financial  reporting  that  occurred  during  the  quarter  ended 
December 31,  2015  that  has  materially  affected,  or  is  reasonably  likely  to  materially  affect,  the  Company’s  internal  control  over 
financial reporting.

Item 9B. OTHER INFORMATION

None.

81

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information  required  by  this  item  concerning  our  directors  will  be  set  forth  under  the  caption  “Election  of  Directors”  in  our 

definitive proxy statement for our 2016 annual meeting, and is incorporated herein by reference.

Information required by this item concerning our executive officers will be set forth under the caption “Executive Officers of the 

Company” in our definitive proxy statement for our 2016 annual meeting, and is incorporated herein by reference.

Information required by this item concerning compliance with Section 16(a) of the Exchange Act, as amended, will be set forth 
under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for our 2016 annual 
meeting, and is incorporated herein by reference.

Information required by this item concerning the audit committee of the Company, the audit committee financial expert of the 
Company  and  any  material  changes  to  the  way  in  which  security  holders  may  recommend  nominees  to  the  Company’s  Board  of 
Directors will be set forth under the caption “Corporate Governance” in our definitive proxy statement for our 2016 annual meeting, 
and is incorporated herein by reference.

The  Board  of  Directors  adopted  a  Code  of  Business  Conduct  and  Ethics,  which  is  posted  on  our  website  at 
www.antarespharma.com that is applicable to all employees and directors. We will provide copies of our Code of Business Conduct 
and Ethics without charge upon request. To obtain a copy, please visit our website or send your written request to Antares Pharma, 
Inc., 100 Princeton South, Suite 300, Ewing, NJ  08628, Attn:  Corporate Secretary.    With  respect to any amendments or waivers of 
this Code of Business Conduct and  Ethics  (to  the  extent  applicable  to the Company’s chief executive officer,  principal accounting 
officer or controller, or persons performing similar  functions)  the  Company intends to either post such amendments or waivers on its 
website or disclose such amendments or waivers pursuant to a Current Report on Form 8-K.

Item 11.

EXECUTIVE COMPENSATION

Information  required  by  this  item  will  be  set  forth  under  the  caption  “Executive  Compensation”  in  our  definitive  proxy 

statement for our 2016 annual meeting, and is incorporated herein by reference.

Item 12.

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT  AND  RELATED 
STOCKHOLDER MATTERS

Information  required  by  this  item  concerning  ownership  will  be  set  forth  under  the  caption  “Security  Ownership  of  Certain 
Beneficial  Owners”  and  “Security  Ownership  of  Directors  and  Executive  Officers”  in  our  definitive  proxy  statement  for  our  2016 
annual meeting, and is incorporated herein by reference.

The following table provides information for our equity compensation plans as of December 31, 2015:

Plan Category

Equity compensation plans approved by
   security holders

Weighted-
average
exercise price of
outstanding
options,
warrants and
rights

Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding shares
reflected in the first
column)

Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights    

9,480,497  $

2.19   

927,562  

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information  required  by  this  item  will  be  set  forth  under  the  captions  “Certain  Relationships  and  Related  Transactions”  and 

“Corporate Governance” in our definitive proxy statement for our 2016 annual meeting, and is incorporated herein by reference.

Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by this item will be set forth under the caption “Ratification of Selection of Independent Registered Public 

Accountants” in our definitive proxy statement for our 2016 annual meeting, and is incorporated herein by reference.

82

 
 
   
 
  
PART IV

Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as part of this annual report:

(1)

(2)

Financial Statements - see Part II

Financial Statement Schedules

All  schedules  have  been  omitted  because  they  are  not  applicable,  are  immaterial  or  are  not  required  because  the 
information is included in the consolidated financial statements or the notes thereto.

(3)

Item 601 Exhibits - see list of Exhibits below

(b)

Exhibits

The following is a list of exhibits filed as part of this annual report on Form 10-K.

Exhibit
No.

    3.1

    3.2

    3.3

    3.4

    4.1

    4.2

    4.3

    4.4

    4.5+

  10.0

  10.1

  10.2*

  10.3*

  10.4*

  10.5*

Description

Certificate of Incorporation of Antares Pharma, Inc. (Filed as exhibit 4.1 to Form S-3 on April 12, 2006 and incorporated 
herein by reference.)

Certificate  of  Amendment  to  Certificate  of  Incorporation  of  Antares  Pharma,  Inc.  (Filed  as  exhibit  3.1  to  Form  8-K  on 
May 19, 2008 and incorporated herein by reference.)

Amended  and  Restated  By-laws  of  Antares  Pharma,  Inc.  (Filed  as  exhibit  3.1  to  Form  8-K  on  May  15,  2007  and 
incorporated herein by reference.)

Certificate  of  Amendment  to  Certificate  of  Incorporation  of  Antares  Pharma,  Inc.  (Filed  as  exhibit  3.1  to  Form  8-K  on 
May 28, 2013 and incorporated herein by reference.)

Form of Certificate for Common Stock (Filed as an exhibit to Form S-1/A on August 15, 1996 and incorporated herein by 
reference.)

Registration Rights Agreement with Permatec Holding AG dated January 31, 2001 (Filed as Exhibit 10.2 to Form 10-K 
for the year ended December 31, 2000 and incorporated herein by reference.)

Stock Purchase Agreement with Sicor Pharmaceuticals, Inc., dated November 23, 2005 (Filed as exhibit 10.55 to Form 10-K 
for the year ended December 31, 2005 and incorporated herein by reference.)

Form  of  Subscription  Agreement,  by  and  between  Antares  Pharma,  Inc.  and  the  investor  party  thereto  (Filed  as 
Exhibit 10.1 to Form 8-K filed on September 18, 2009 and incorporated herein by reference).

Antares Pharma, Inc. 2008 Equity Compensation Plan, as amended (Filed as Exhibit A to the Company’s Definitive Proxy 
Statement on Form DEF 14A filed with the Commission on April 15, 2013 and incorporated herein by reference.)

Stock Purchase Agreement with Permatec Holding AG, Permatec Pharma AG, Permatec Technologie AG and Permatec 
NV with First and Second Amendments dated July 14, 2000 (Filed as an exhibit to Schedule 14A on December 28, 2000 
and incorporated herein by reference.)

Third Amendment to Stock Purchase Agreement, dated January 31, 2001 (Filed as exhibit 10.1 to Form 10-K for the year 
ended December 31, 2000 and incorporated herein by reference.)

License Agreement with BioSante Pharmaceuticals, Inc., dated June 13, 2000 (Filed as exhibit 10.34 to Form 10-K/A for 
the year ended December 31, 2001 and incorporated herein by reference.)

Amendment No. 1 to License Agreement with BioSante Pharmaceuticals, Inc., dated May 20, 2001 (Filed as exhibit 10.35 
to Form 10-K/A for the year ended December 31, 2001 and incorporated herein by reference.)

Amendment No. 2 to License Agreement with BioSante Pharmaceuticals, Inc., dated July 5, 2001 (Filed as exhibit 10.36 
to Form 10-K/A for the year ended December 31, 2001 and incorporated herein by reference.)

Amendment  No.  3  to  License  Agreement  with  BioSante  Pharmaceuticals,  Inc.,  dated  August  28,  2001  (Filed  as 
exhibit 10.37 to Form 10-K/A for the year ended December 31, 2001 and incorporated herein by reference.)

83

 
Exhibit
No.

  10.6*

  10.7*

  10.8+

  10.9+

  10.10+

  10.11+

  10.12+

  10.13

  10.14

  10.15

  10.16

  10.17+

  10.18+

  10.19+

Description

Amendment  No.  4  to  License  Agreement  with  BioSante  Pharmaceuticals,  Inc.,  dated  August  8,  2002  (Filed  as 
exhibit 10.38 to Form 10-K/A for the year ended December 31, 2001 and incorporated herein by reference.)

License Agreement between Antares Pharma, Inc. and Ferring, dated January 21, 2003 (Filed as exhibit 10.47 to Form 8-K 
on February 20, 2003 and incorporated herein by reference.)

Senior Management Agreement by and between Antares Pharma, Inc. and Robert F. Apple, dated February 9, 2006 (Filed 
as exhibit 10.1 to Form 8-K on February 14, 2006 and incorporated herein by reference.)

Amendment to Senior Management Agreement with Robert F. Apple, dated November 12, 2008. (Filed as Exhibit 10.1 to 
Form 10-Q for the Quarter Ended September 30, 2008 and incorporated herein by reference.)

Amendment 2012-1 to Senior Management Agreement with Robert F. Apple, dated December 14, 2012. (Filed as Exhibit 
10.13 to Form 10-K for the year ended December 31, 2012 and incorporated herein by reference.)

Form of Performance Stock Unit Grant (Filed as Exhibit 10.1 to Form 8-K on July 12, 2012 and incorporated herein by 
reference.)

Form of Performance Stock Unit Grant (Filed as Exhibit 10.1 to Form 10-Q on August 7, 2013 and incorporated herein by 
reference.)

Lease  Agreement  between  Princeton  South  Investors,  LLC  and  Antares  Pharma,  Inc.,  dated  February  3,  2012  (Filed  as 
exhibit 10.21 to Form 10-K for the year ended December 31, 2011 and incorporated herein by reference.)

First Amendment  to Lease between Princeton South Investors, LLC and Antares Pharma, Inc., dated January 28, 2013. 
(Filed as Exhibit 10.22 to Form 10-K for the year ended December 31, 2012 and incorporated herein by reference.)

Second  Amendment  to  Lease  between  Princeton  South  Investors,  LLC  and  Antares  Pharma,  Inc.,  dated  December  4, 
2013. (Filed as Exhibit 10.22 to Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.)

Lease Agreement between St. Paul Fire and Marine Insurance Company and Antares Pharma, Inc., dated December 20, 
2013. (Filed as Exhibit 10.23 to Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.)

Employment Agreement, dated April 25, 2014, by and between Antares Pharma, Inc. and Jennifer Evans Stacey.  (Filed as 
Exhibit 10.1 to Form 10-Q on August 7, 2014 and incorporated herein by reference.)

Separation and Consulting Services Agreement, dated July 13, 2015, by and between Antares Pharma, Inc. and Jennifer 
Evans Stacey.  (Filed as Exhibit 99.1 to Form 8-K on July 15, 2015 and incorporated herein by reference.)

Employment  Agreement,  dated  June  23,  2014,  by  and  between  Antares  Pharma,  Inc.  and  Eamonn  P.  Hobbs.  (Filed  as 
Exhibit 10.2 to Form 10-Q on August 7, 2014 and incorporated herein by reference.)

  10.20+# Separation Agreement, dated February 4, 2016, by and between Antares Pharma, Inc. and Eamonn P. Hobbs.

  10.21+

Antares Pharma, Inc. Severance Plan, dated May 29, 2014. (Filed as Exhibit 10.4 to Form 10-Q on August 7, 2014 and 
incorporated herein by reference.)

  10.22+* Form of Performance Stock Unit Grant. (Filed as Exhibit 10.5 to Form 10-Q on August 7, 2014 and incorporated herein 

by reference.)

  10.23+

Employment  Agreement,  dated  November  17,  2014,  by  and  between  Antares  Pharma,  Inc.  and  James  E.  Fickenscher. 
(Filed as Exhibit 10.29 to Form 10-K on March 12, 2015 and incorporated herein by reference.)

  10.24

  10.25+

  10.26+

  10.27+

Form of Indemnification Agreement between Antares Pharma, Inc. and each of its directors and executive officers.  (Filed 
as Exhibit 10.1 to Form 10-Q on August 10, 2015 and incorporated herein by reference.)

Employment Agreement, dated July 8, 2015, by and between Antares Pharma, Inc. and Peter J. Graham (Filed as Exhibit 10.2 to 
Form 10-Q on August 10, 2015 and incorporated herein by reference.)

Form of Restricted Stock unit Grant Agreement delivered by Antares Pharma, Inc. to each of its grantees (Filed as Exhibit 10.3 
to Form 10-Q on August 10, 2015 and incorporated herein by reference.)

Special Cash Bonus Plan of Antares Pharma, Inc. for named executive officers in connection with achievement of certain 
milestones regarding the approval by the U.S. Food and Drug Administration of the Abbreviated New Drug Application 
for the VIBEX® epinephrine pen (Incorporated herein by reference to the disclosure under Item 5.02 of the Form 8-K filed 
on June 3, 2015.)

84

Exhibit
No.

  10.28+

  23.1 

  31.1 

  31.2 

  32.1 

  32.2 

Description

Antares Pharma, Inc. Annual Incentive Plan, effective December 2, 2015 (Filed as Exhibit 99.1 to Form 8-K on December 8, 
2015 and incorporated herein by reference.)

Consent of KPMG LLP, Independent Registered Public Accounting Firm. #

Certification  of  the  Chief  Executive  Officer  of  Antares  Pharma,  Inc.  required  by  Rule 13a-14(a)  under  the  Securities 
Exchange Act of 1934, as amended.#

Certification  of  the  Chief  Financial  Officer  of  Antares  Pharma,  Inc.  required  by  Rule 13a-14(a)  under  the  Securities 
Exchange Act of 1934, as amended.#

Certification  of  the  Chief  Executive  Officer  of  Antares  Pharma,  Inc.  required  by  Rule 13a-14(b)  under  the  Securities 
Exchange Act of 1934, as amended.##

Certification  of  the  Chief  Financial  Officer  of  Antares  Pharma,  Inc.  required  by  Rule 13a-14(b)  under  the  Securities 
Exchange Act of 1934, as amended.##

101.INS

XBRL Instance Document #

101.SCH XBRL Taxonomy Extension Schema #

101.CAL XBRL Taxonomy Extension Calculation Linkbase #

101.LAB XBRL Taxonomy Extension Label Linkbase #

101.PRE XBRL Taxonomy Extension Presentation Linkbase #

101.DEF XBRL Taxonomy Extension Definition Linkbase #

*

+
#
##

Confidential  portions  of  this  document  have  been  redacted  and  have  been  separately  filed  with  the  Securities  and  Exchange 
Commission.
Indicates management contract or compensatory plan or arrangement.
Filed herewith.
Furnished herewith.

85

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual 
report to be signed on its behalf by the undersigned thereunto duly authorized, on the 8th day of March 2016.

SIGNATURES

ANTARES PHARMA, INC.

/s/ Robert F. Apple
Robert F. Apple
President and Chief Executive Officer

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this annual report has been signed by the 
following persons on behalf of the registrant in the capacities indicated on March 8, 2016.

Signature

Title

/s/ Robert F. Apple
Robert F. Apple

/s/James E. Fickenscher
James E. Fickenscher

/s/Leonard S. Jacob
Dr. Leonard S. Jacob

/s/Thomas J. Garrity
Thomas J. Garrity

/s/Jacques Gonella
Dr. Jacques Gonella

/s/Anton G. Gueth
Anton G. Gueth

/s/Marvin Samson
Marvin Samson

/s/Robert P. Roche, Jr.
Robert P. Roche, Jr.

President and Chief Executive Officer, Director
(Principal Executive Officer)

Senior Vice President and Chief Financial Officer 
(Principal Financial and Accounting Officer)

Director, Chairman of the Board

Director

Director

Director

Director

Director

86