we evaluated the joint 64 venture company under the authoritative guidance and concluded that it is a variable interest entity for which we are not the primary beneficiary as we will not have a majority of the board seats and we will not have any power to direct or significantly influence the actions of the entity . we will therefore not consolidate the joint venture company into our financial results but will account for the activities of the joint venture company under the equity method whereby we will absorb any loss or income generated by the entity according to our percentage ownership . at present , we are focusing our resources on the following prioritized product development programs : mn-221 for the treatment of acute exacerbations of asthma and copd exacerbations , for which we initiated a phase 2 clinical trial ( mn-221-cl-007 ) in the first quarter of 2009 to evaluate the safety and efficacy of mn-221 in patients with acute exacerbations of asthma treated in the emergency room . this trial completed enrollment in march 2012. depending on the results of our phase 2 clinical trial ( mn-221-cl-007 ) and our ability to raise additional capital and or to enter into a collaboration with a leading pharmaceutical or biotech company , we intend to define a phase 3 trial and other development plans for mn-221 for the treatment of acute exacerbations of asthma and conduct one or more phase 3 trials . copd development , which included a phase 1b clinical trial in patients with stable , moderate to severe copd , was completed in 2010. in the first quarter of 2012 we initiated an additional phase 1b/2a copd clinical trial that has commenced enrollment and has an anticipated trial completion around the end of the second quarter of 2012. mn-166 , an ibudilast-based product development , for which we continue to pursue discussions with potential partners or other strategic collaboration ( s ) . mn-166 has completed a phase 2 clinical trial in ms in eastern europe in 2008 wherein positive safety and neuroprotective efficacy indicators were obtained , thus , directing next stage development towards a phase 2b progressive ms indication . limited animal safety and product manufacturing and stability work has been completed or is ongoing . in the drug addiction area , a phase 1b/2a opioid withdrawal clinical trial funded by the national institute on drug abuse , or nida , was completed at the end of 2010. a phase 1b nida-funded clinical trial in methamphetamine-dependent volunteers with expert investigators at ucla initiated in the fourth quarter of 2010 and is currently enrolling patients . in addition , a headache and pain specialist in australia initiated an investigator sponsored phase 2 clinical trial of ibudilast as a potential new pharmacotherapy for medication overuse headache that is expected to complete enrollment at the end of 2012. we intend to enter into additional strategic alliances with leading pharmaceutical or biotech companies to support further clinical development of mn-166 . upon completion of proof-of-concept phase 2 clinical trials , we intend to enter into strategic alliances with leading pharmaceutical or biotech companies to support further clinical development , and to keep certain commercialization rights in select markets . depending on the outcome of the phase 2 trial of mn-221 for the treatment of acute exacerbations of asthma , we may seek to raise addition capital and or enter into a collaboration and conduct a phase 3 development program . we may also pursue potential partners and potential acquirers of license rights to our programs in markets outside the u.s. in addition , we continue to limit activities for the balance of our existing product development programs in order to focus on our prioritized product development programs . for each of these remaining product development programs , we plan to conduct development activities only to the extent deemed necessary to maintain our license rights or maximize its value while pursuing a variety of initiatives to monetize such programs . our eight non-prioritized product development programs consist of the following : mn-001 for the treatment of bronchial asthma , for which we initiated a phase 3 clinical program in the fourth quarter of 2006 that we subsequently terminated in the second quarter of 2007 , and for which we developed prototypes of once-per-day oral dosing formulations ; 65 mn-001 for the treatment of interstitial cystitis , for which we completed a phase 2 clinical trial in the first quarter of 2007 ; mn-029 for the treatment of solid tumors , for which we completed one phase 1 clinical trial in the second quarter of 2006 and one phase 1 clinical trial in the fourth quarter of 2007 ; mn-305 for the treatment of generalized anxiety disorder/insomnia , for which we completed a phase 2 clinical trial for the treatment of generalized anxiety disorder in the second quarter of 2006 and a phase 2 clinical trial for the treatment of insomnia in the fourth quarter of 2007 ; mn-221 for the treatment of preterm labor , for which we completed a phase 1 clinical trial to investigate the pharmacokinetic profile of mn-221 in healthy pregnant women not in labor in the second quarter of 2007 ; mn-246 for the treatment of urinary incontinence , for which we completed a phase 1 clinical trial in the fourth quarter of 2006 and a phase 1 food effects study in the first quarter of 2007 ; mn-447 for the treatment of thrombotic disorders , which remains in preclinical development ; and mn-462 for the treatment of thrombotic disorders , which remains in preclinical development . story_separator_special_tag goodwill and purchased intangibles goodwill is recorded when the consideration paid for an acquisition exceeds the fair value of the identified net tangible and intangible assets of acquired businesses . the allocation of purchase price for acquisitions require extensive use of accounting estimates and judgments to allocate the purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values . additionally , we must determine whether an acquired entity is considered to be a business or a set of net assets as a portion of the purchase price can only be allocated to goodwill in a business combination . goodwill and intangible assets deemed to have indefinite lives are not amortized , but are subject to annual impairment tests . the amounts and useful lives assigned to intangible assets that have finite useful lives require the use of estimates and the exercise of judgment . these judgments can significantly affect our net operating results . as of december 31 , 2011 and 2010 , we had goodwill and ipr & d recorded of $ 9.6 million and $ 4.8 million , respectively . our annual test date for goodwill and purchased intangibles impairment is december 31 or more frequently if we believe indicators of impairment are present . we periodically re-evaluate the original assumptions and rationale utilized in the establishment of the carrying value and estimated lives of our long-lived assets . the criteria used for these evaluations include management 's estimate of the asset 's continuing ability to generate income from operations and positive cash flows in future periods as well as the strategic significance of any intangible assets in our business objectives . if assets are considered to be impaired , the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets . fair value measurements we are required to measure certain assets and liabilities at fair value , either upon initial measurement or for subsequent accounting or reporting . we use fair value extensively in the initial measurement of net assets 72 acquired in a business combination and when accounting for and reporting on investment securities and certain financial instruments or assets . we estimate fair value using an exit price approach , which requires , among other things , that we determine the price that would be received to sell an asset or paid to transfer a liability in an orderly market of market participants , considering the highest and best use of assets and , for liabilities , assuming the risk of non-performance will be the same before and after the transfer . many , but not all , of our financial instruments are carried at fair value . in addition , as required under accounting rules for business combinations , the assets acquired and liabilities assumed in the avigen transaction on december 18 , 2009 have been recorded at their estimated fair values as of the acquisition date . for information on fair value for our financial instruments , see notes to consolidated financial statements  note 3. fair value measurementsother than intangibles and goodwill . recently issued accounting standards in september 2011 , the financial accounting standards board , or fasb , issued updated guidance to simplify how entities test for goodwill impairment . the updated guidance permits an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit in which goodwill resides is less than its carrying value . for reporting units in which this assessment concludes it is more likely than not that the fair value is more than its carrying value , the updated guidance eliminates the requirement to perform further goodwill impairment testing . this new guidance is effective for fiscal years beginning after december 15 , 2011 and becomes effective for us in the first quarter of fiscal year 2012. we do not expect the adoption to have a material impact on our financial position or results of operations . in june 2011 , the fasb issued a guidance related to the presentation of comprehensive income . the guidance requires an entity to present items of net income and other comprehensive income , or oci , and total comprehensive income either in a single continuous statement of comprehensive income or two separate but continuous statements . we will no longer be allowed to present oci in the statement of stockholders ' equity . earnings per share would continue to be based on net income . although existing guidance related to items that must be presented in oci has not changed , companies will be required to display reclassification adjustments for each component of oci in both net income and oci . also , companies will need to present the components of other comprehensive income in their interim and annual financial statements . this guidance is required to be implemented retrospectively during interim and annual periods beginning after december 15 , 2011 and becomes effective for us in the first quarter of fiscal year 2012. the adoption of this update is not expected to have a material impact on our consolidated financial statements . in may 2011 , the fasb issued updated guidance related to fair value measurements and disclosures that clarified and amended the wording used to describe many of the requirements in gaap for measuring fair value and for disclosing information about fair value measurements . the fasb also clarified the intent of existing fair value measurement requirements . the new and revised disclosures are required to be implemented prospectively during interim and annual periods beginning after december 15 , 2011 and become effective for us in the first quarter of fiscal year 2012. early adoption is not permitted . the adoption of this update is not expected to have a material impact on our consolidated financial statements . results of operations comparison of the years ended december

debt on may 10 , 2010 , we entered into a loan and security agreement , or the loan agreement , with oxford finance corporation , or oxford , under which we borrowed $ 15.0 million at a stated annual interest rate of 12.87 % . the financing was used to satisfy working capital needs , including the continued clinical development of mn-221 . pursuant to the loan agreement , we issued to oxford a warrant to purchase up to 198,020 shares of our common stock , par value $ 0.001 per share , at an exercise price of $ 6.06 per share . based on a black-scholes valuation model , the relative fair value of the warrant was approximately $ 859,000. we accounted for the warrant as a component of stockholders ' equity as the agreement required settlement in shares and under no provision of the agreement were we required to settle the warrant in cash . we accounted for the interest on the debt under the effective interest method wherein we treated the debt issuance costs paid directly to the lender and the relative fair value of the warrants issued to the lender as a discount on the debt ( or a contra liability ) and we treated the debt issuance costs paid to third parties as an asset . the amortization of the debt discount was recorded as interest expense and the amortization of the debt issuance costs paid to third parties was recorded as other expense in our consolidated statement of operations . on april 1 , 2011 , we entered into an agreement with oxford under which we made an early repayment of the loan in-full and wherein oxford waived the prepayment penalty of approximately $ 437,000. reduction-in-force in january 2011 , we had a reduction-in-force , or rif , to reduce costs . we believe that we remain adequately staffed given our research and development focus and utilization of external resources . underwritten firm commitment public offering on march 23 , 2011 , we consummated a firm-commitment underwritten public offering of 2,750,000 units at a price to the public of $ 3.00 per unit for gross proceeds of approximately $ 8.25 million .


 Write a concise suspicious activity report of the following text delimited by triple backquotes. Return your response as a formal report which covers the key points highlighting the location,dates,entity names and account holder information in chronological order of the text.
     ```debt on may 10 , 2010 , we entered into a loan and security agreement , or the loan agreement , with oxford finance corporation , or oxford , under which we borrowed $ 15.0 million at a stated annual interest rate of 12.87 % . the financing was used to satisfy working capital needs , including the continued clinical development of mn-221 . pursuant to the loan agreement , we issued to oxford a warrant to purchase up to 198,020 shares of our common stock , par value $ 0.001 per share , at an exercise price of $ 6.06 per share . based on a black-scholes valuation model , the relative fair value of the warrant was approximately $ 859,000. we accounted for the warrant as a component of stockholders ' equity as the agreement required settlement in shares and under no provision of the agreement were we required to settle the warrant in cash . we accounted for the interest on the debt under the effective interest method wherein we treated the debt issuance costs paid directly to the lender and the relative fair value of the warrants issued to the lender as a discount on the debt ( or a contra liability ) and we treated the debt issuance costs paid to third parties as an asset . the amortization of the debt discount was recorded as interest expense and the amortization of the debt issuance costs paid to third parties was recorded as other expense in our consolidated statement of operations . on april 1 , 2011 , we entered into an agreement with oxford under which we made an early repayment of the loan in-full and wherein oxford waived the prepayment penalty of approximately $ 437,000. reduction-in-force in january 2011 , we had a reduction-in-force , or rif , to reduce costs . we believe that we remain adequately staffed given our research and development focus and utilization of external resources . underwritten firm commitment public offering on march 23 , 2011 , we consummated a firm-commitment underwritten public offering of 2,750,000 units at a price to the public of $ 3.00 per unit for gross proceeds of approximately $ 8.25 million .
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 Suspicious Activity Report : we evaluated the joint 64 venture company under the authoritative guidance and concluded that it is a variable interest entity for which we are not the primary beneficiary as we will not have a majority of the board seats and we will not have any power to direct or significantly influence the actions of the entity . we will therefore not consolidate the joint venture company into our financial results but will account for the activities of the joint venture company under the equity method whereby we will absorb any loss or income generated by the entity according to our percentage ownership . at present , we are focusing our resources on the following prioritized product development programs : mn-221 for the treatment of acute exacerbations of asthma and copd exacerbations , for which we initiated a phase 2 clinical trial ( mn-221-cl-007 ) in the first quarter of 2009 to evaluate the safety and efficacy of mn-221 in patients with acute exacerbations of asthma treated in the emergency room . this trial completed enrollment in march 2012. depending on the results of our phase 2 clinical trial ( mn-221-cl-007 ) and our ability to raise additional capital and or to enter into a collaboration with a leading pharmaceutical or biotech company , we intend to define a phase 3 trial and other development plans for mn-221 for the treatment of acute exacerbations of asthma and conduct one or more phase 3 trials . copd development , which included a phase 1b clinical trial in patients with stable , moderate to severe copd , was completed in 2010. in the first quarter of 2012 we initiated an additional phase 1b/2a copd clinical trial that has commenced enrollment and has an anticipated trial completion around the end of the second quarter of 2012. mn-166 , an ibudilast-based product development , for which we continue to pursue discussions with potential partners or other strategic collaboration ( s ) . mn-166 has completed a phase 2 clinical trial in ms in eastern europe in 2008 wherein positive safety and neuroprotective efficacy indicators were obtained , thus , directing next stage development towards a phase 2b progressive ms indication . limited animal safety and product manufacturing and stability work has been completed or is ongoing . in the drug addiction area , a phase 1b/2a opioid withdrawal clinical trial funded by the national institute on drug abuse , or nida , was completed at the end of 2010. a phase 1b nida-funded clinical trial in methamphetamine-dependent volunteers with expert investigators at ucla initiated in the fourth quarter of 2010 and is currently enrolling patients . in addition , a headache and pain specialist in australia initiated an investigator sponsored phase 2 clinical trial of ibudilast as a potential new pharmacotherapy for medication overuse headache that is expected to complete enrollment at the end of 2012. we intend to enter into additional strategic alliances with leading pharmaceutical or biotech companies to support further clinical development of mn-166 . upon completion of proof-of-concept phase 2 clinical trials , we intend to enter into strategic alliances with leading pharmaceutical or biotech companies to support further clinical development , and to keep certain commercialization rights in select markets . depending on the outcome of the phase 2 trial of mn-221 for the treatment of acute exacerbations of asthma , we may seek to raise addition capital and or enter into a collaboration and conduct a phase 3 development program . we may also pursue potential partners and potential acquirers of license rights to our programs in markets outside the u.s. in addition , we continue to limit activities for the balance of our existing product development programs in order to focus on our prioritized product development programs . for each of these remaining product development programs , we plan to conduct development activities only to the extent deemed necessary to maintain our license rights or maximize its value while pursuing a variety of initiatives to monetize such programs . our eight non-prioritized product development programs consist of the following : mn-001 for the treatment of bronchial asthma , for which we initiated a phase 3 clinical program in the fourth quarter of 2006 that we subsequently terminated in the second quarter of 2007 , and for which we developed prototypes of once-per-day oral dosing formulations ; 65 mn-001 for the treatment of interstitial cystitis , for which we completed a phase 2 clinical trial in the first quarter of 2007 ; mn-029 for the treatment of solid tumors , for which we completed one phase 1 clinical trial in the second quarter of 2006 and one phase 1 clinical trial in the fourth quarter of 2007 ; mn-305 for the treatment of generalized anxiety disorder/insomnia , for which we completed a phase 2 clinical trial for the treatment of generalized anxiety disorder in the second quarter of 2006 and a phase 2 clinical trial for the treatment of insomnia in the fourth quarter of 2007 ; mn-221 for the treatment of preterm labor , for which we completed a phase 1 clinical trial to investigate the pharmacokinetic profile of mn-221 in healthy pregnant women not in labor in the second quarter of 2007 ; mn-246 for the treatment of urinary incontinence , for which we completed a phase 1 clinical trial in the fourth quarter of 2006 and a phase 1 food effects study in the first quarter of 2007 ; mn-447 for the treatment of thrombotic disorders , which remains in preclinical development ; and mn-462 for the treatment of thrombotic disorders , which remains in preclinical development . story_separator_special_tag goodwill and purchased intangibles goodwill is recorded when the consideration paid for an acquisition exceeds the fair value of the identified net tangible and intangible assets of acquired businesses . the allocation of purchase price for acquisitions require extensive use of accounting estimates and judgments to allocate the purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values . additionally , we must determine whether an acquired entity is considered to be a business or a set of net assets as a portion of the purchase price can only be allocated to goodwill in a business combination . goodwill and intangible assets deemed to have indefinite lives are not amortized , but are subject to annual impairment tests . the amounts and useful lives assigned to intangible assets that have finite useful lives require the use of estimates and the exercise of judgment . these judgments can significantly affect our net operating results . as of december 31 , 2011 and 2010 , we had goodwill and ipr & d recorded of $ 9.6 million and $ 4.8 million , respectively . our annual test date for goodwill and purchased intangibles impairment is december 31 or more frequently if we believe indicators of impairment are present . we periodically re-evaluate the original assumptions and rationale utilized in the establishment of the carrying value and estimated lives of our long-lived assets . the criteria used for these evaluations include management 's estimate of the asset 's continuing ability to generate income from operations and positive cash flows in future periods as well as the strategic significance of any intangible assets in our business objectives . if assets are considered to be impaired , the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets . fair value measurements we are required to measure certain assets and liabilities at fair value , either upon initial measurement or for subsequent accounting or reporting . we use fair value extensively in the initial measurement of net assets 72 acquired in a business combination and when accounting for and reporting on investment securities and certain financial instruments or assets . we estimate fair value using an exit price approach , which requires , among other things , that we determine the price that would be received to sell an asset or paid to transfer a liability in an orderly market of market participants , considering the highest and best use of assets and , for liabilities , assuming the risk of non-performance will be the same before and after the transfer . many , but not all , of our financial instruments are carried at fair value . in addition , as required under accounting rules for business combinations , the assets acquired and liabilities assumed in the avigen transaction on december 18 , 2009 have been recorded at their estimated fair values as of the acquisition date . for information on fair value for our financial instruments , see notes to consolidated financial statements  note 3. fair value measurementsother than intangibles and goodwill . recently issued accounting standards in september 2011 , the financial accounting standards board , or fasb , issued updated guidance to simplify how entities test for goodwill impairment . the updated guidance permits an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit in which goodwill resides is less than its carrying value . for reporting units in which this assessment concludes it is more likely than not that the fair value is more than its carrying value , the updated guidance eliminates the requirement to perform further goodwill impairment testing . this new guidance is effective for fiscal years beginning after december 15 , 2011 and becomes effective for us in the first quarter of fiscal year 2012. we do not expect the adoption to have a material impact on our financial position or results of operations . in june 2011 , the fasb issued a guidance related to the presentation of comprehensive income . the guidance requires an entity to present items of net income and other comprehensive income , or oci , and total comprehensive income either in a single continuous statement of comprehensive income or two separate but continuous statements . we will no longer be allowed to present oci in the statement of stockholders ' equity . earnings per share would continue to be based on net income . although existing guidance related to items that must be presented in oci has not changed , companies will be required to display reclassification adjustments for each component of oci in both net income and oci . also , companies will need to present the components of other comprehensive income in their interim and annual financial statements . this guidance is required to be implemented retrospectively during interim and annual periods beginning after december 15 , 2011 and becomes effective for us in the first quarter of fiscal year 2012. the adoption of this update is not expected to have a material impact on our consolidated financial statements . in may 2011 , the fasb issued updated guidance related to fair value measurements and disclosures that clarified and amended the wording used to describe many of the requirements in gaap for measuring fair value and for disclosing information about fair value measurements . the fasb also clarified the intent of existing fair value measurement requirements . the new and revised disclosures are required to be implemented prospectively during interim and annual periods beginning after december 15 , 2011 and become effective for us in the first quarter of fiscal year 2012. early adoption is not permitted . the adoption of this update is not expected to have a material impact on our consolidated financial statements . results of operations comparison of the years ended december

