10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)	(X)   ANNUAL REPORT PURSUANT TO SECTION 13 OR
	15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES ACT OF 1934

For the transition period from ________to__________

Commission file number0-22904

PARKERVISION, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida	59-2971472
(State of Incorporation)	(I.R.S. Employer ID No.)

7915 Baymeadows Way, Suite 400

Jacksonville, Florida 32256

 (Address of Principal Executive Offices)

Registrant’s telephone number, including area code:  (904) 732-6100

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

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.01 par value	The NASDAQ Stock Market
Common Stock Rights	The NASDAQ Stock 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 (X)

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act.  Yes (  ) No (X)

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 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 (X) 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 (X) No (  )

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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 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.  (X )

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 Securities Exchange Act.  (Check one):

Large accelerated filer (   )	Accelerated filer (X)
Non-accelerated filer (   )	Smaller reporting company ( )
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).   Yes (  ) No (X)

As of June 28, 2013, the aggregate market value of the registrant’s common stock, $.01 par value, held by non-affiliates of the registrant was approximately $390,664,229 (based upon $4.55 share closing price on that date, as reported by NASDAQ).

As of March 13, 2014, 96,290,722 shares of the Issuer's Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with the registrant’s 2014 Annual Meeting of Shareholders, to be filed not later than 120 days after the end of the fiscal year covered by this report, are incorporated by reference into Part III (Items 10, 11, 12, 13, and 14) of this report.

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TABLE OF CONTENTS

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INTRODUCTORY NOTE	4
PART I
Item 1.    Business	4
Item 1A. Risk Factors	9
Item 1B. Unresolved Staff Comments	12
Item 2.    Properties	13
Item 3.    Legal Proceedings	13
Item 4.    Mine Safety Disclosures	13
PART II
Item 5.    Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.    Selected Financial Data	15
Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	21
Item 8.    Financial Statements and Supplementary Data	22
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
Item 9A.  Controls and Procedures	48
Item 9B.  Other Information	49
PART III
Item 10.  Directors, Executive Officers and Corporate Governance	50
Item 11.  Executive Compensation	50
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	50
Item 13.  Certain Relationships and Related Transactions and Director Independence	50
Item 14.  Principal Accountant Fees and Services	50
PART IV
Item 15.  Exhibits and Financial Statement Schedule	51
SIGNATURES	55
SCHEDULE	56
EXHIBIT INDEX	57

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INTRODUCTORY NOTE

Unless the context otherwise requires, in this Annual Report on Form 10-K (“Annual Report”) “we”, “us”, “our” and the “Company” mean ParkerVision, Inc.

Forward-Looking Statements

We believe that it is important to communicate our future expectations to our shareholders and to the public.  This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our future plans, objectives, and expectations under the headings “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  When used in this Annual Report and in future filings by the Company with the Securities and Exchange Commission (“SEC”), the words or phrases “will likely result”, “management expects”, “we expect”, “will continue”, “is anticipated”, “estimated” or similar expressions are intended to identify such “forward-looking statements.”   Readers are cautioned not to place undue reliance on such forward-looking statements, each of which speaks only as of the date made.  Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected, including the risks and uncertainties set forth in this Annual Report under the heading “Item 1A. Risk Factors” and in our other periodic reports.  Examples of such risks and uncertainties include general economic and business conditions, competition, unexpected changes in technologies and technological advances, the timely development and commercial acceptance of new products and technologies, reliance on key business and sales relationships, reliance on our intellectual property, the outcome of litigation and the ability to obtain adequate financing in the future. We have no obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.

PART I

Item 1.  Business.

We were incorporated under the laws of the state of Florida on August 22, 1989.  We are in the business of innovating fundamental wireless technologies.   We design, develop and market our proprietary radio frequency (“RF”) technologies and products for use in semiconductor circuits for wireless communication products.

Based on the manner in which our management views and evaluates our operations, we have determined that our business currently operates under a single segment.  Refer to our financial statements in Item 8 to this Annual Report for financial data including our revenues from external customers, net losses from operations, and total assets.

Recent Developments

Patent Infringement Litigation against Qualcomm

In October 2013, a jury in the United States District Court of the Middle District of Florida awarded us $172.7 million in damages for direct and indirect infringement of eleven claims of four of our patents by Qualcomm Incorporated (“Qualcomm”).  The jury also found that all eleven claims of the four patents were valid.  We have a district court hearing scheduled for May 1, 2014 regarding a number of outstanding motions in this case including our motions for an injunction and/or ongoing royalties for Qualcomm’s continued use of our patented technology.  Following the hearing, we expect to receive a ruling from the district court on these outstanding motions, although there is no date certain for that ruling.   Upon receipt of a final district court decision, either party will have 30 days to appeal the decision to the federal appellate court.  Qualcomm has indicated that it plans to appeal.  Refer to “Legal Proceedings” in Note 11 to our financial statements included in Item 8 for a complete discussion of the proceedings in this matter.

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Engagement of 3LP Advisors LLC

In February 2014, we entered into a licensing services agreement with 3LP Advisors LLC (“3LP”) for the management of our licensing operations. The engagement is exclusive for the first 12 months and the exclusive period may be extended by written agreement.   Kevin Rivette, 3LP’s co-founder and managing partner, and at least two additional professionals, including one legal professional, will devote substantially all of their professional time to our patent licensing operations.  Additional 3LP partners, licensing professionals, analysts and support staff will also contribute to 3LP’s efforts.   Under the terms of the agreement, 3LP will bear the costs and expenses of its staff and related overhead.  We will provide an internal team to support 3LP’s efforts and will bear direct out of pocket costs of the licensing operations, such as third-party reports and services and outside legal services, as needed.  We will pay 3LP success fees calculated as a percentage of net proceeds received by us for licensing or licensing-related activities or direct or indirect sales of any of our patent assets.   We will also pay 3LP a monthly retainer during the first 12 months of the term of the agreement.    Any retainer paid by us following the first six-month period under the agreement shall be offset against success fees earned by 3LP.

General Development of Business

Our business has been primarily focused on the development, marketing and legal defense of our RF technologies for mobile and other wireless applications.  Our technologies represent among other things, unique, proprietary methods for processing RF waveforms in wireless applications.  Our technologies apply to both transmit and receive functions of transmitters, receivers, and transceivers as well as other related RF communications functions.  A portion of our transmit technology is marketed as Direct2Power™, or d2p™, and enables the transformation of a baseband data signal to an RF carrier waveform, at the desired power output level, in a single unified operation.  A portion of our receiver technology is marketed as Direct2Data™, or d2d™, and enables the direct conversion of an RF carrier to a baseband data signal.  We have developed these and a number of additional innovations which are protected by the intellectual property we have secured in various patent families for RF and related functions in RF-based communications.

We have a three-part growth strategy for commercializing our innovations that includes intellectual property licensing and/or product ventures, intellectual property enforcement, and product and component development, manufacturing and sales.  We have actively launched a licensing/product venture campaign to explore licensing and joint product development opportunities with wireless communications companies that make, use or sell chipsets and/or products that incorporate RF.  We believe there are a number of communications companies that can benefit from the use of the RF technologies we have developed, whether through a license or, in certain cases, a joint product venture that would include licensing rights.

From time to time we may be involved in litigation against others in order to protect or defend our intellectual property rights.   Since 2011, we have been involved in patent infringement litigation against Qualcomm for their unauthorized use of our receiver technology.   Refer to “Legal Proceedings” in Note 11 to our financial statements included in Item 8 for a complete discussion of the proceedings in this matter.

Our product development and marketing efforts are focused on our RF technologies in mobile wireless and other RF communications industries.  We have developed and are actively marketing a number of RF components products to industries that do not use highly integrated semiconductors, such as infrastructure, industrial and military applications.  These component products include I/Q demodulators and modulators based on our patented innovations, as well as certain other complimentary components.  In addition, we are working with VIA-Telecom, Inc. (“VIA”) a CDMA baseband provider, on the continued development and marketing of RF integrated circuits that function with their baseband products for mobile handset customers.

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Since 2005, we have generated no royalty or product revenue from our RF technologies.  Our ability to generate revenues sufficient to offset costs is subject to securing new product and licensing customers for our technologies, successfully supporting our customers in completing their product designs, and/or successfully protecting and defending our intellectual property.

We believe the investments we make in new technology innovations and obtaining intellectual property rights on those innovations are critical business processes and, as such, we have and will continue to devote substantial resources to research and development for this purpose.  We protect our intellectual property rights by securing patent protection and, where necessary, defending those patents against infringement by others.

In order to utilize RF technology in a mobile handset or certain other wireless application, RF chipsets must interface with the baseband processor that generates the data to be transmitted and/or received.  The development of the interface between the baseband processor and RF chipsets requires a cooperative effort with the baseband provider.  Our technology is capable of being incorporated for any of the mobile handset standards, as well as numerous other applications such as WiFi, Bluetooth, Zigbee, Z-Wave, and GPS.  Our RF chipsets are currently designed to interface with VIA baseband processors.  VIA is a global supplier of baseband processors used in a wide range of CDMA-enabled mobile devices that designs and supplies chipsets and related reference designs to original equipment manufacturers (“OEMs”) and original design manufacturers for incorporation into mobile devices.

Since 2009, we have worked with VIA on the joint development of reference platforms that incorporate our products and VIA baseband processors without the exchange of intellectual property rights.  We also worked with VIA to co-develop a sample 3G mobile handset which verified our technology in a working implementation and tested our technology’s performance.  The results of these efforts were utilized to market our product to VIA’s customers.  During 2010, we modified our circuit layout and packaging to meet the specific design requirements of one of VIA’s customers.  The testing of our product in this design was completed in early 2011.  Despite the successful test results, this design did not result in an order from the prospective customer; however we were able to utilize the test results in marketing our solution to other VIA customers.

Since mid-year 2011, we have been working with VIA and a mutual OEM customer to design and test a handset solution incorporating our RF chipsets.  In late 2012, the mutual customer requested commitments on the part of both ourselves and VIA to ensure adequate support of our products and the related interface between our products in order for our RF chipset to be considered for incorporation into one or more of the OEM’s products.  In March 2013, we entered into a formal development agreement with VIA whereby we will compensate VIA for the resources required for their development and ongoing support and maintenance of the custom interfaces between our products.  We continue to work with VIA towards securing design wins with this OEM customer.  We are also exploring additional product opportunities for our interfaced products.

ITT Corporation (“ITT”) has been a licensee of our d2p technology since 2007; however, since 2011, we have not been actively engaged in product development or other activities with ITT, and we do not currently have plans to initiate any new development efforts for ITT-related projects, unless those projects are funded directly by ITT or its customers.  In the event ITT incorporates our technology into their products in the future, we will receive a per unit royalty from them for any such products sold under the terms of our agreement with them.

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Products and Services

We anticipate our future business will include both licensing of our intellectual property and the sale of integrated circuits and stand-alone components based on our technology for incorporation into wireless devices designed by our customers.  In addition, from time to time, we offer engineering consulting and design services to our customers, for a negotiated fee, to assist them in developing prototypes and/or products incorporating our technologies.  By pursuing both licensing and product opportunities, we believe our technologies can be deployed in multiple markets that incorporate RF transmitters, receivers, and/or transceivers, including mobile handsets, tablets, data cards, femtocells, machine-to-machine, RF identification and infrastructure, among others.

Competitive Position

We operate in a highly competitive industry against companies with substantially greater financial, technical, and sales and marketing resources.   Our technologies face competition from incumbent providers of transceivers, such as Broadcom, Fujitsu, Intel, MediaTek, NVidia, Qualcomm, ST-Ericsson, and others, as well as incumbent providers of power amplifiers, including companies such as Anadigics, RF Microdevices, and Skyworks, among others.   Each of our competitors, however, also has the potential of becoming a licensing or product customer for our technologies.  Competition in our industry is generally based on price and technological performance.

To date, we are unaware of any competing or emerging RF technologies that provide all the simultaneous benefits that our technology enables.  Our unique technologies process the RF carriers in a more optimal manner than traditional technologies, thereby allowing the creation of handsets and other products that have extended battery life, lower operating temperatures, more easily incorporate multiple air interface standards and frequencies in smaller form factors, and reduce manufacturing costs.   Our technologies provide such attractive benefits, in part, because of their unique circuit architectures which enable highly accurate transmission and reception of RF carriers that use less power than traditional architectures and components, thereby extending battery life, reducing heat and enabling certain size, cost, performance, and packaging advantages.

Hurdles to the adoption of our technologies include entrenchment of, and therefore familiarity with, existing technologies, the disruptive nature of our technology, and our lack of tenure in the markets we are targeting.  We believe we can gain adoption, and therefore compete, based on the advantages enabled by our unique circuit architectures, as supported by a solid and defensible patent portfolio.  Our circuit architectures are capable of being compliant with all current mobile phone and numerous other wireless industry standards and can be configured to accept all standard baseband data interfaces with the cooperation of the baseband processor OEMs.  In addition, we believe that one or more of our technology’s abilities to provide improved power efficiencies, highly accurate RF carrier waveforms, reduced cost, smaller form factors and better manufacturing yields, provides a solution to existing problems in applications for 3G and 4G standards and beyond that the mobile wireless industry is seeking to solve, as well as in other applications where we believe our technologies can provide an attractive solution.

Production and Supply

The integrated circuits which incorporate our RF technologies are produced through fabrication relationships with IBM Microelectronics (“IBM”) using a Silicon Germanium process and Taiwan Semiconductor Manufacturing Company Limited (“TSMC”) using a CMOS semiconductor process.  We believe IBM and TSMC have sufficient capacity to meet our foreseeable needs.  In addition, our integrated circuits have been and can be produced using different materials and processes, if necessary, to satisfy capacity requirements and/or customer preferences.   In instances where our customer licenses our intellectual property, the production capacity risk shifts to that customer.

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Patents and Trademarks

We consider our intellectual property, including patents, patent applications, trademarks, and trade secrets to be significant to our competitive positioning.   We have a program to file applications for and obtain patents, copyrights, and trademarks in the United States and in selected foreign countries where we believe filing for such protection is appropriate to establish and maintain our proprietary rights in our technology and products.  As of December 31, 2013, we had 168 U.S. and 73 foreign patents related to our RF technologies.  In addition, we have approximately 39 U.S. and foreign patent applications pending.  We estimate the economic lives of our patents to be fifteen to twenty years and our current portfolio of issued patents have expirations ranging from 2018 to 2031.

From time to time, we obtain licenses from others for standard industry circuit designs that are integrated into our own integrated circuits as supporting components that are peripheral to our core technologies.  We believe there are multiple sources for these types of standard circuits and we estimate the economic lives of the licenses to be two to five years based on estimated technological obsolescence.

Research and Development

For the years ended December 31, 2013, 2012, and 2011 we spent approximately $10.4 million, $8.4 million, and $8.4 million, respectively, on Company-sponsored research and development activities.  Our research and development efforts have been, and are expected to continue to be, devoted to the development and advancement of RF technologies, including the development of prototype integrated circuits for proof of concept purposes, the development of production-ready silicon samples and reference designs for specific customer applications, and the creation of test programs for quality control testing of our chipsets.

Employees

As of December 31, 2013, we had 48 full-time and 2 part-time employees, of which 32 are employed in engineering research and development, 6 in sales and marketing, and 12 in executive management, finance and administration.  Our employees are not represented by a labor union.  We consider our employee relations satisfactory.

Available Information and Access to Reports

We file annual reports on Forms 10-K, quarterly reports on Forms 10-Q, proxy statements and other reports, including any amendments thereto, electronically with the SEC.  The SEC maintains an Internet site (http://www.sec.gov) where these reports may be obtained at no charge. Copies of these reports may also be obtained from the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC  20549.  Information on the operation of the SEC Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.  We also make copies of these reports available, free of charge through our website (http://www.parkervision.com) via the link “SEC filings” as soon as practicable after filing or furnishing such materials with the SEC.  We also will provide copies of the annual report on Form 10-K and the quarterly reports on Forms 10-Q filed during the current fiscal year, including any amendments thereto, upon written request to us at ParkerVision, Inc., Investor Relations, 7915 Baymeadows Way, Suite 400, Jacksonville, Florida, 32256.  These reports will be provided at no charge.  Exhibits to these reports may be obtained at a cost of $.25 per page plus $5.00 postage and handling.

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Item 1A.  Risk Factors.

In addition to other risks and uncertainties described in this Annual Report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.  As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements.

We have had a history of losses which may ultimately compromise our ability to implement our business plan and continue in operation.

We have had losses in each year since our inception in 1989, and continue to have an accumulated deficit which, at December 31, 2013, was approximately $290.0 million.  The net loss for 2013 was approximately $27.9 million.  To date, our technologies and products have not produced revenues sufficient to cover operating, research and development and overhead costs.  We will continue to make expenditures on marketing, research and development, pursuit of patent protection for and defense of our intellectual property, and operational costs for fulfillment of any contracts that we achieve for the sale of our products or technologies.  We expect that our revenues in 2014 will not bring the Company to profitability and our current capital resources may not be sufficient to sustain our operations through 2015.  If we are not able to generate sufficient revenues or obtain sufficient capital resources, we will not be able to implement our business plan and investors will suffer a loss in their investment.  This may also result in a change in our business strategies.

We expect to need additional capital in the future.  Failure to raise such additional capital may prevent us from implementing our business plan as currently formulated.

Because we have had net losses and, to date, have not generated positive cash flow from operations, we have funded our operating losses from the sale of equity securities from time to time.  We anticipate that our business plan will continue to require significant expenditures for research and development, patent protection, sales and marketing, and general operations.  Furthermore, we expect that the implementation of significant cost reduction measures in order to reduce our cash needs would jeopardize our operations and future growth plans.  Our current capital resources include cash and available for sale securities of $17.2 million at December 31, 2013 and $11.9 million in net proceeds from our March 2014 sale of equity securities.  These  capital resources are sufficient to meet our working capital needs for 2014, but may not be sufficient to sustain our operations on a longer-term basis and we may require additional capital to fund our operations.  Financing, if any, may be in the form of debt or additional sales of equity securities, including common or preferred stock.  The incurrence of debt or the sale of preferred stock may result in the imposition of operational limitations and other covenants and payment obligations, any of which may be burdensome to us. The sale of equity securities, including common or preferred stock, may result in dilution to the current shareholders’ ownership.  The long-term continuation of our business plan is dependent upon the generation of sufficient revenues from the sale or license of our products or technologies, additional funding, reducing expenses or a combination of the foregoing.  The failure to generate sufficient revenues, raise capital or reduce expenses will have a material adverse effect on our ability to achieve our long-term business objectives.

Our industry is subject to rapid technological changes which if we are unable to match or surpass, will result in a loss of competitive advantage and market opportunity.

Because of the rapid technological development that regularly occurs in the microelectronics industry, we must continually devote substantial resources to developing and improving our technology and introducing new product offerings.  For example, in fiscal years 2013 and 2012, we spent approximately $10.4 million and $8.4 million, respectively, on research and development and, we expect to continue to spend a significant amount in this area in the future. These efforts and expenditures are necessary to establish market share and, ultimately, to generate revenues. If another company offers better products or technologies, a competitive position or market window opportunity may be lost, and therefore our revenues or revenue potential may be adversely affected.

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If our technologies and/or products are not commercially accepted, our developmental investment will be lost and our ability to do business will be impaired.

There can be no assurance that our research and development will produce commercially viable technologies and products, or that our technologies and products will be established in the market as improvements over current competitive offerings.  If our existing or new technologies and products are not commercially accepted, the funds expended will not be recoverable, and our competitive and financial position will be adversely affected.  In addition, perception of our business prospects will be impaired with an adverse impact on our ability to do business and to attract capital and employees.

Our business is highly reliant on our business relationships with baseband suppliers for support of the interface of their product to our technology and the support of our sales and marketing efforts to their customers, the failure of which will have an adverse impact on our business.

The successful commercialization of our products will be impacted, in part, by factors outside of our control including the success and timing of product development and sales support activities of the suppliers of baseband processors with which our products interface.  Delays in or failure of a baseband supplier’s product development or sales support activities will hinder the commercialization of our products which will have an adverse impact on our ability to generate revenues and recover development expenses.

We rely, in large part, on key business and sales relationships for the successful commercialization of our products, which if not developed or maintained, will have an adverse impact on achieving market awareness and acceptance and will result in a loss of business opportunity.

To achieve a wide market awareness and acceptance of our products and technologies, as part of our business strategy, we will attempt to enter into a variety of business relationships with other companies which will incorporate our technologies into their products and/or market products based on our technologies.  The successful commercialization of our products and technologies will depend in part on our ability to meet obligations under contracts with respect to the products and related development requirements.  The failure of these business relationships will limit the commercialization of our products and technologies which will have an adverse impact on our business development and our ability to generate revenues and recover development expenses.

If our patents and intellectual property rights do not provide us with the anticipated market protections, our competitive position, business, and prospects will be impaired.

We rely on our intellectual property rights, including patents and patent applications, to provide competitive advantage and protect us from theft of our intellectual property.  We believe that our patents are for entirely new technologies and that our patents are valid, enforceable and valuable.  Third parties may make claims of invalidity with respect to our patents and such claims could give rise to material costs for defense and divert resources away from our other activities.  If our patents are shown not to be as broad as currently believed, or are otherwise challenged such that some or all of the protection is lost, we will suffer adverse effects from the loss of competitive advantage and our ability to offer unique products and technologies.  As a result, there would be an adverse impact on our financial condition and business prospects.

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Our litigation can be time-consuming, costly and we cannot anticipate the results.

Since 2011, we have spent a significant amount of our financial and management resources to pursue our patent infringement litigation against Qualcomm Incorporated.  We believe this litigation, and others that we may in the future determine to pursue, could continue to consume management and financial resources for long periods of time.  There can be no assurance that our current or future litigation matters will ultimately result in a favorable outcome for us.  In addition, even if we obtain favorable interim rulings or verdicts in particular litigation matters, they may not be predictive of the ultimate resolution of the matter.  Unfavorable outcomes could result in exhaustion of our financial resources and could otherwise encumber our ability to pursue licensing and/or product opportunities for our technologies which would have a material adverse impact on our financial condition and business prospects.

We are subject to outside influences beyond our control, including new legislation that could adversely affect our licensing and enforcement activities and have an adverse impact on the execution of our business plan.

Our licensing and enforcement activities are subject to numerous risks from outside influences, including new legislation, regulations and rules related to obtaining or enforcing patents.  For instance, the U.S. recently enacted sweeping changes to the United States patent system including changes that transition the United States from a “first-to-invent” to a “first to file” system and that alter the processes for challenging issued patents.  To the extent that we are unable to secure patent protection for our future technologies and/or our current patents are challenged such that some or all of our protection is lost, we will suffer adverse effects to our ability to offer unique products and technologies.  As a result, there would be an adverse impact on our financial position and our ability to execute our business plan.

We are highly dependent on Mr. Jeffrey Parker as our chief executive officer and Mr. David Sorrells as our chief technology officer.  If either of their services were lost, it would have an adverse impact on the execution of our business plan.

Because of Mr. Parker’s leadership position in the company and the respect he has garnered in both the industry in which we operate and the investment community, the loss of his services might be seen as an impediment to the execution of our business plan.  Because of Mr. Sorrells’ technical expertise, the loss of his services could have an adverse impact on our research, technical support, and enforcement activities and impede the execution of our business plan.  If either Mr. Parker or Mr. Sorrells were no longer available to the company, investors might experience an adverse impact on their investment.  We currently have employment agreements with and maintain key-employee life insurance for our benefit for both Mr. Parker and Mr. Sorrells.

If we are unable to attract or retain key executives and other highly skilled employees, we will not be able to execute our current business plans.

Our business is very specialized, and therefore it is dependent on having skilled and specialized key executives and other employees to conduct our research, development and customer support activities.  The inability to obtain or retain these key executives and other specialized employees would have an adverse impact on the research, development and technical customer support activities that our products require.  These activities are instrumental to the successful execution of our business plan.

Our outstanding options, warrants, and restricted share units may affect the market price and liquidity of the common stock.

At December 31, 2013, we had 93,208,471 shares of common stock outstanding and had 10,771,111 options, warrants, and restricted share units (“RSU”) outstanding for the purchase and/or issuance of shares of common stock.  Of these outstanding equity instruments, 6,739,574 were exercisable as of December 31, 2013.  The majority of the underlying common stock of these securities is registered for sale to the holder or for public resale by the holder.  The amount of common stock available for the sales may have an adverse impact on our ability to raise capital and may affect the price and liquidity of the common stock in the public market.  In addition, the issuance of these shares of common stock will have a dilutive effect on current shareholders’ ownership.

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We may not be able to deliver shares of common stock upon exercise of our public warrants if such issuance has not been registered or qualified or deemed exempt under the securities laws of the state of residence of the holder of the warrant.

On November 3, 2010 and March 30, 2011, we sold warrants to the public in offerings registered under shelf registration statements.  The issuance of common stock upon exercise of these warrants must qualify for exemption from registration under the securities laws of the state of residence of the warrant holder.  The qualification for exemption from registration may differ in different states.  As a result, a warrant may be held by a holder in a state where an exemption is not available for such exercise and we may be precluded from issuing such shares.  If our common stock continues to be listed on the NASDAQ Capital Market or another national securities exchange, an exemption from registration in every state for the issuance of common stock upon exercise of these warrants would be available.  However, we cannot assure you that our common stock will continue to be so listed.  As a result, these warrants may be deprived of any value, the market for these warrants may be limited and the holders of these warrants may not be able to obtain shares of common stock upon exercise of the warrants if the common stock issuable upon such exercise is not qualified or otherwise exempt from qualification in the jurisdictions in which the holders of the warrants reside.

Provisions in our certificate of incorporation and by-laws could have effects that conflict with the interest of shareholders.

Some provisions in our certificate of incorporation and by-laws could make it more difficult for a third party to acquire control of us.  For example, our board of directors is divided into three classes with directors having staggered terms of office, our board of directors has the ability to issue preferred stock without shareholder approval, and there are advance notification provisions for director nominations and submissions of proposals from shareholders to a vote by all the shareholders under the by-laws.  Florida law also has anti-takeover provisions in its corporate statute.

We have a shareholder protection rights plan that may delay or discourage someone from making an offer to purchase the company without prior consultation with the board of directors and management which may conflict with the interests of some of the shareholders.

On November 17, 2005, the board of directors adopted a shareholder protection rights plan which called for the issuance, on November 29, 2005, as a dividend, of rights to acquire fractional shares of preferred stock.  The rights are attached to the shares of common stock and transfer with them.  In the future the rights may become exchangeable for shares of preferred stock with various provisions that may discourage a takeover bid.  Additionally, the rights have what are known as “flip-in” and “flip-over” provisions that could make any acquisition of the company more costly.  The principal objective of the plan is to cause someone interested in acquiring the company to negotiate with the board of directors rather than launch an unsolicited bid.  This plan may limit, prevent, or discourage a takeover offer that some shareholders may find more advantageous than a negotiated transaction.  A negotiated transaction may not be in the best interests of the shareholders.

Item 1B.  Unresolved Staff Comments.

Not applicable.

12

Item 2. Properties.

Our headquarters are located in a 14,000 square foot leased facility in Jacksonville, Florida.  We have an additional 12,500 square foot leased facility in Lake Mary, Florida primarily for engineering design activities.  Our facilities consist of general office space with laboratory facilities for circuit board layout and testing.  We believe our properties are in good condition and suitable for the conduct of our business.  Refer to “Lease Commitments” in Note 11 to our financial statements included in Item 8 for information regarding our outstanding lease obligations.

Item 3. Legal Proceedings.

Refer to “Legal Proceedings” in Note 11 to our financial statements included in Item 8 for a discussion of current legal proceedings.

Item 4.  Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is traded on NASDAQ under the symbol “PRKR.”  Listed below is the range of the high and low sale prices of the common stock for the last two fiscal years, as reported by NASDAQ.

	2013				2012
	High		Low		High		Low
Quarter ended March 31	$	4.39	$	1.83	$	1.23	$	0.74
Quarter ended June 30		4.71		3.50		2.42		0.91
Quarter ended September 30		4.92		2.94		3.25		1.80
Quarter ended December 31		7.78		2.16		2.45		1.48

Holders

As of February 24, 2014, we had 123 holders of record and we believe there are approximately 5,600 beneficial holders of our common stock.

Dividends

To date, we have not paid any dividends on our common stock.  The payment of dividends in the future is at the discretion of the board of directors and will depend upon our ability to generate earnings, our capital requirements and financial condition, and other relevant factors.  We do not intend to declare any dividends in the foreseeable future, but instead intend to retain all earnings, if any, for use in the business.

Sales of Unregistered Securities

On November 21, 2013, we issued an aggregate of 150,000 RSUs to two consultants as payment for services.  These RSUs vest over a six month period beginning December 31, 2013.  Upon thirty days’ notice, the consulting agreements may be terminated and any unvested portion of the RSUs will be cancelled. As of December 31, 2013, an aggregate of 16,666 RSUs have vested and a total of $75,830 has been recognized in share-based compensation expense.

13

On November 21, 2013, we also issued an aggregate of 750,000 RSUs to these same consultants as performance incentives.  These RSUs vest only upon achievement of certain market conditions, as measured based on the closing price of our common stock during a period ending on the earlier of (i) December 31, 2015 or (ii) thirty days following termination of the related consulting agreements.  As of December 31, 2013, no portion of the RSU has vested and we have recognized no compensation expense related to these awards.

The RSUs were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, as the vendor is a sophisticated investor, with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment.  Refer to Note 8 included in Item 8 for a complete discussion of the valuation and terms of these RSUs.

Issuer Repurchase of Equity Securities

None.

Performance Graph

The following graph shows a five-year comparison of cumulative total shareholder returns for our company, the NASDAQ U.S. Stock Market Index, the NASDAQ Electronic Components Index and the NASDAQ Telecommunications Index for the five years ending December 31, 2013.  The total shareholder returns assumes the investment on December 31, 2008 of $100 in our common stock, the NASDAQ U.S. Stock Market Index, the NASDAQ Electronic Components Index, and the NASDAQ Telecommunications Index at the beginning of the period, with immediate reinvestment of all dividends.

The data points for the performance graph are as follows:

	12/31/08		12/31/09		12/31/10		12/31/11		12/31/12		12/31/13
ParkerVision, Inc.	$	100.00	$	74.09	$	18.62	$	34.82	$	82.19	$	184.21
NASDAQ Composite	$	100.00	$	145.36	$	171.74	$	170.38	$	200.61	$	281.17
NASDAQ Telecommunications	$	100.00	$	149.35	$	156.99	$	139.44	$	147.08	$	187.21
NASDAQ Electronic Components	$	100.00	$	156.43	$	163.12	$	149.18	$	152.27	$	199.40

14

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
 

* 100 invested on 12/31/08 in stock & index-including reinvestment of dividends.

Fiscal year ending December 31

Item 6.  Selected Financial Data.

The following table sets forth our financial data as of the dates and for the periods indicated.  The data has been derived from our audited financial statements.  The selected financial data should be read in conjunction with our financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

15

	For the years ended December 31,
(in thousands, except per share amounts)	2013			2012			2011			2010			2009
Statement of Operations Data:
Revenues, net	$	0		$	0		$	0		$	64		$	64
Gross margin		0			0			0			17			10
Operating expenses		27,949			20,383			14,676			15,146			21,559
Net loss from continuing operations		(27,872	)		(20,322	)		(14,573	)		(15,028	)		(21,530	)
Basic and diluted net loss per common share     from continuing operations		(0.31	)		(0.27	)		(0.24	)		(0.35	)		(0.65	)
Balance Sheet Data:
Total assets	$	26,595		$	18,720		$	15,842		$	17,596		$	25,545
Long term obligations		22			58			138			55			155
Shareholders’ equity		24,046			16,520			14,341			16,592			23,883
Working capital		15,206			7,175			4,658			6,134			12,577

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Executive Overview

We are in the business of innovating fundamental wireless technologies.   We design, develop and market our proprietary RF technologies and products for use in semiconductor circuits for wireless communication products.

We have a three-part growth strategy that includes intellectual property licensing and/or product ventures, intellectual property enforcement, and product and component development, manufacturing and sales.  We have actively launched a licensing/product venture campaign to explore licensing and joint product development opportunities with wireless communications companies that make, use or sell chipsets and/or products that incorporate RF.  We have engaged the intellectual property firm of 3LP to assist in managing our licensing operations.  We believe there are a number of wireless communications companies that can benefit from the use of the RF technologies we have developed, whether through a license or, in certain cases, a joint product venture that would include licensing rights.

From time to time we may be involved in litigation against others in order to protect or defend our intellectual property rights.   Since 2011, we have been involved in patent infringement litigation against Qualcomm for their unauthorized use of our receiver technology.   In October 2013, a jury found that Qualcomm was infringing four of our receiver patents and awarded us $172.7 million in past damages.   We have a district court hearing scheduled for May 1, 2014 regarding the outstanding motions in this case including our request for an injunction against Qualcomm and/or ongoing royalties for Qualcomm’s continued infringement of our patents.   Following the hearing, we expect to receive a ruling from the district court on the outstanding motions although there is no date certain for the court’s ruling.   The law firm of McKool Smith is representing us in this litigation on a partial contingency basis.   Refer to “Legal Proceedings” in Note 11 to our financial statements included in Item 8 for a complete discussion of the proceedings in this matter.

Our product development and marketing efforts are focused on our RF technologies in mobile and other communications industries that use RF.  We have developed and are actively marketing a number of RF components products to industries that do not use highly integrated semiconductors, such as infrastructure, industrial and military applications.  In addition, we are working with VIA on the continued development and marketing of RF integrated circuits that function with their baseband products for mobile handset customers.

16

Since 2005, we have generated no product or royalty revenue from our wireless technologies.  We have made significant investments in developing and protecting our technologies and products, the returns on which are dependent upon the generation of future revenues for realization.

Liquidity and Capital Resources

At December 31, 2013, we had working capital of approximately $15.2 million, an increase of approximately $8.0 million from working capital of $7.2 million at December 31, 2012.  This increase is a result of approximately $27.3 million in proceeds from our March 2013 and August 2013 sales of equity securities as well as approximately $1.1 million in proceeds from the exercise of options and warrants, offset by the use of approximately $18.9 million in cash for operating activities and the investment of approximately $0.7 million in patents and other long-lived assets in 2013.  Proceeds from the sale of equity securities are invested in available for sale securities and our use of cash is funded from the sale of these securities.  At December 31, 2013, we were not subject to any significant commitments to make additional capital expenditures and we have no significant long-term debt obligations.

For the year ended December 31, 2012, we used cash of approximately $14.7 million for operations and invested approximately $1.2 million in patents and other long-lived assets.  This use of cash was offset by approximately $18.9 million in proceeds from the sale of equity securities and the exercise of options and warrants in 2012.  The increase in our use of cash for operating activities from 2012 to 2013 was primarily the result of our increased operating expenses pertaining to our patent infringement litigation against Qualcomm.

Our future business plans call for continued investment in sales, marketing, customer support and product development for our technologies and products, as well as investment in continued protection of our intellectual property including prosecution of new patents and defense of existing patents.  Our ability to generate revenues sufficient to offset costs is subject to our ability to secure new product and licensing customers for our technologies, successfully support our customers in completing their product designs and/or, our ability to successfully protect our intellectual property.

Revenue generated from technology licenses and/or the sale of RF chipsets or component products in 2014 may not be sufficient to cover our operational expenses, and we expect that our continued losses and use of cash will be funded from available working capital.  In addition, we expect that available working capital will be used for initial production start-up costs, including test programs and production tooling, and for litigation expenses to defend our intellectual property.  In March 2014, we generated net proceeds of approximately $11.9 million from the sale of equity securities.  Our current capital resources are sufficient to support our liquidity requirements through 2014 and beyond.

The long-term continuation of our business plan is dependent upon the generation of sufficient revenues from our technologies and/or products to offset expenses.  In the event that we do not generate sufficient revenues, we will be required to obtain additional funding through public or private financing and/or reduce operating costs.  Failure to generate sufficient revenues, raise additional capital through debt or equity financings, and/or reduce operating costs could have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.

17

Results of Operations for Each of the Years Ended December 31, 2013, 2012, and 2011

Revenues and Gross Margins

We had no product or royalty revenues for the years ended December 31, 2013, 2012, or 2011.   Damages awarded as a result of patent infringement litigation are not recognized until we have a final court adjudication or executed settlement agreement, the amounts are fixed and determinable, and the collectability is reasonably assured.

Research and Development Expenses

Research and development expenses consist primarily of engineering and related management and support personnel costs; fees for outside engineering design services which we use from time to time to supplement our internal resources; amortization and depreciation expense related to our patents and other assets used in product development; prototype production and materials costs, which represent the fabrication and packaging costs for prototype integrated circuits, as well as the cost of supporting components for prototype board development; software licensing and support costs, which represent the annual licensing and support maintenance for engineering design and other software tools; and rent and other overhead costs for our engineering design facility.  Personnel costs include share-based compensation which represents the grant date fair value of equity-based awards to our employees which is attributed to expense over the service period of the award.

Research and development costs increased approximately $2.0 million, or 23.2% from 2012 to 2013.  This increase is primarily the result of an increase in employee share based compensation of approximately $829,000, an increase in outside professional fees of approximately $739,000, and an increase in personnel and related costs of approximately $479,000.  The increase in share-based compensation expense is the result of long-term incentive equity awards granted to engineering executives and employees in July 2012 as well as restricted stock awards granted to employees as incentive compensation in 2013.  The increase in outside professional fees is the result of an increase in fees for outside design services, including the VIA development arrangement, as well as an increase in legal fees related to maintenance of our patent portfolio.  The increase in personnel and related costs is the result of an increase in personnel in early 2013 as well as an increase in performance bonuses to key engineering executives.

Research and development costs remained relatively unchanged from 2011 to 2012.  Personnel and related costs increased by approximately $360,000 from 2011 to 2012 as a result of an increase in personnel during mid-2011 as well as an increase in incentive compensation to key personnel in 2012. This increase was offset by a decrease in outside engineering design services of approximately $330,000 as a result of the status and timing of various outsourced projects.

The markets for our products and technologies are characterized by rapidly changing technology, evolving industry standards and frequent new product introductions.  Our ability to successfully develop and introduce, on a timely basis, new and enhanced products and technologies will be a significant factor in our ability to grow and remain competitive.  We are committed to continue investing in our technology and product development and therefore we anticipate that we will use a substantial portion of our working capital for research and development activities in 2014.

Marketing and Selling Expenses

Marketing and selling expenses consist primarily of personnel costs, including share-based compensation and travel costs, and outside professional fees which consist of various consulting and other professional  fees related to sales and marketing activities.

18

Marketing and selling expenses increased by approximately $0.1 million, or 7.1%, from 2012 to 2013.  This increase is primarily due to an increase in share based compensation of approximately $120,000 as a result of long-term incentive equity awards granted to executives and employees in July 2012 and restricted stock awards granted to employees as incentive compensation in 2013.

Marketing and selling expenses increased by approximately $0.2 million, or 13.0%, from 2011 to 2012.  This increase is primarily due to an increase in outside professional fees of approximately $135,000 as a result of outsourced support for a potential customer in Asia and an increase in certain public relations activities.

We anticipate that marketing and selling expenses will increase in 2014 as we expand our product marketing activities and our technology licensing efforts.

General and Administrative Expenses

General and administrative expenses consist primarily of executive, director, finance and administrative personnel costs, including share-based compensation, and costs incurred for insurance, shareholder relations and outside professional services, including litigation fees.

Our general and administrative expenses increased by approximately $5.5 million, or 53.3%, from 2012 to 2013.  This increase was due primarily to increases in litigation fees and expenses of approximately $3,400,000 and an increase in share-based compensation expense of approximately $2,430,000, partially offset by a decrease in various consulting fees of approximately $490,000.

Our general and administrative expenses increased by approximately $5.5 million, or 114.4%, from 2011 to 2012.  This increase was due primarily to increases in litigation fees and expenses of approximately $2,360,000, an increase in share-based compensation expense of approximately $1,970,000, and an increase in various consulting fees of approximately $525,000.

This increase in litigation fees and expenses in both 2012 and 2013 was the result of our patent infringement litigation against Qualcomm.  The increases represent costs for experts and other third-party services, as well as increases in legal fees incurred as the case progressed towards trial which commenced in October 2013.  Our litigation team is working on a partial contingency basis, and as a result, their fees have been reduced in exchange for a contingent fee in the event an award is received.

The increase in share-based compensation expense in both 2012 and 2013 is primarily related to the expense attribution of long-term equity incentive awards granted to executives, other administrative employees, and non-employee directors in July 2012, and the expense recognized upon vesting of performance based RSUs granted to a third-party in 2011.   In addition, share-based compensation expense in 2013 included the value of a stock based performance bonus awarded to our CEO in lieu of a cash bonus of $390,000.

The increase in consulting fees from 2011 to 2012 was the result of one-time increases in various intellectual property strategy, investor relations, and financial advisory fees incurred in 2012.  These increases were not sustained in 2013 and, as a result, we experienced a $490,000 decrease in consulting fees from 2012 to 2013.

Although we anticipate a decrease in legal fees and expenses in 2014 related to our current Qualcomm litigation, the initiation of additional litigation, by us or by other parties against us, could offset these anticipated decreases.   Future litigation costs, if any, may be financed by a third party in return for a contingent fee on related litigation awards; however we currently have no such arrangements in place.

19

Loss and Loss per Common Share

Our net loss increased approximately $7.6 million, or $0.04 per common share, from 2012 to 2013.  This increase was the result of a $7.6 million increase in operating expenses, which includes a $3.4 million increase in litigation fees and expenses and a $3.4 million increase in overall share-based compensation expense.  The increase in the loss per common share is a result of the increased net loss, offset by a 17% increase in weighted average shares outstanding for the period.

Our net loss increased approximately $5.7 million, or $0.03 per common share, from 2011 to 2012.  This increase was a result of the $5.7 million increase in operating expenses, which includes a $2.4 million increase in litigation fees and expenses and a $2.1 million increase in overall share-based compensation expense.  The increase in the loss per common share is a result of the increased net loss, offset by a 27% increase in weighted average shares outstanding for the period.

Critical Accounting Policies

We believe that the following are the critical accounting policies affecting the preparation of our financial statements:

Intangible Assets

Patents, copyrights and other intangible assets are amortized using the straight-line method over their estimated period of benefit.  We estimate the economic lives of our patents and copyrights to be fifteen to twenty years.  We estimate the economic lives of other intangible assets, including licenses, based on estimated technological obsolescence, to be two to five years, which is generally shorter than the contractual lives.  Periodically, we evaluate the recoverability of our intangible assets and take into account events or circumstances that may warrant revised estimates of useful lives or that may indicate impairment exists (“Triggering Event”).  Based on our cumulative net losses and negative cash flows from operations to date, we assess our working capital needs on an annual basis.  This annual assessment of our working capital is considered to be a Triggering Event for purposes of evaluating the recoverability of our intangible assets.  As a result of our evaluation at December 31, 2013, we determined that no impairment exists with regard to our intangible assets.

Accounting for Share-Based Compensation

We calculate the fair value of share-based equity awards to employees, including restricted stock, stock options and restricted stock units, on the date of grant and recognize the calculated fair value, net of estimated forfeitures, as compensation expense over the requisite service periods of the related awards. The fair value of share-based awards is determined using various valuation models which require the use of highly subjective assumptions and estimates including (i) how long employees will retain their stock options before exercising them, (ii) the volatility of our common stock price over the expected life of the equity award, and (iii) the rate at which equity awards will ultimately be forfeited by the recipients.  Changes in these subjective assumptions can materially affect the estimate of fair value of share-based compensation and consequently, the related amount recognized as expense in the statements of comprehensive loss.

20

Income Taxes

The provision for income taxes is based on loss before taxes as reported in the accompanying statements of comprehensive loss.  Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized.  Our deferred tax assets exclude unrecognized tax benefits which do not meet a more-likely-than-not threshold for financial statement recognition for tax positions taken or expected to be taken in a tax return.

Off-Balance Sheet Transactions, Arrangements and Other Relationships

As of December 31, 2013, we have outstanding warrants to purchase 1,849,517 shares of common stock that were issued in connection with the sale of equity securities in various private placement transactions in 2009, 2010, and 2011.  These warrants have exercise prices ranging from $0.54 to $1.88 per share with a weighted average exercise price of $0.70 and a weighted average remaining contractual life of approximately 1.8 years.  The estimated aggregate fair value of these warrants at their date of issuance of $663,100 is included in shareholders’ equity in our balance sheets.  Refer to “Non-Plan Options and Warrants” in Note 8 to our financial statements included in Item 8 for information regarding the outstanding warrants.

Our contractual obligations and commercial commitments at December 31, 2013 were as follows (see “Lease Commitments” in Note 11 to the financial statements included in Item 8):

			Payments due by period
Contractual Obligations:	Total		1 year or less		2 – 3 years		4 – 5 years		After 5 years
Capital leases	$	37,500	$	30,000	$	7,500	$	0	$	0
Operating leases		966,800		362,200		497,800		106,800		0

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Our cash equivalents, which are primarily highly liquid money market instruments, and our available for sale securities, which are mutual funds invested primarily in short-term municipal securities, are subject to market risk, including interest rate risk.  Market risk is the risk of loss arising from adverse changes in market and economic conditions and is directly influenced by the volatility and liquidity in the markets in which the related underlying assets are traded.  We are averse to principal loss and seek to ensure the safety and preservation of our funds by investing in market instruments with limited market risk.  Accordingly, we do not believe there is any material market risk exposure with respect to our market instruments.

21

Item 8.  Financial Statements and Supplementary Data.

Index to Financial Statements
	Page
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC
ACCOUNTING FIRM		23
FINANCIAL STATEMENTS:
Balance Sheets - December 31, 2013 and 2012		24
Statements of Comprehensive Loss - for the years ended
December 31, 2013, 2012 and 2011		25
Statements of Shareholders’ Equity - for the years ended
December 31, 2013, 2012 and 2011		26
Statements of Cash Flows - for the years ended
December 31, 2013, 2012 and 2011		28
Notes to Financial Statements - December 31, 2013, 2012 and 2011		29
FINANCIAL STATEMENT SCHEDULE:
Schedule II – Valuation and Qualifying Accounts		56

Schedules other than those listed have been omitted since they are

either not required, not applicable or the information is otherwise

included.

22

Report of Independent Registered Certified Public Accounting Firm

To the Board of Directors and

Shareholders of ParkerVision, Inc.

In our opinion, the financial statementslisted in the accompanying indexpresent fairly, in all material respects, the financial position of ParkerVision, Inc. at December 31, 2013 and December 31, 2012, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2013in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedule listed in the accompanying indexpresents fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A.  Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated 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 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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (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.

/s/ PricewaterhouseCoopers LLP

Jacksonville, Florida

March 17, 2014

23

PARKERVISION, INC.

BALANCE SHEETS

DECEMBER 31, 2013 AND 2012

	2013			2012
CURRENT ASSETS:
Cash and cash equivalents	$	222,697		$	298,227
Available for sale securities		16,957,489			8,041,904
Prepaid expenses and other		551,961			977,310
Total current assets		17,732,147			9,317,441
PROPERTY AND EQUIPMENT, net		307,385			403,446
INTANGIBLE ASSETS, net		8,552,432			8,978,101
OTHER ASSETS, net		2,576			20,866
Total assets	$	26,594,540		$	18,719,854
CURRENT LIABILITIES:
Accounts payable	$	1,246,470		$	827,209
Accrued expenses:
Salaries and wages		325,313			295,194
Professional fees		631,871			902,411
Other accrued expenses		289,031			42,231
Deferred rent, current portion		33,894			75,144
Total current liabilities		2,526,579			2,142,189
LONG TERM LIABILITIES
Capital lease, net of current portion		7,290			33,915
Deferred rent, net of current portion		14,379			23,763
Total long term liabilities		21,669			57,678
Total liabilities		2,548,248			2,199,867
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value, 150,000,000 shares authorized, 93,208,471 and 82,903,609 issued and     outstanding at December 31, 2013 and 2012, respectively		932,085			829,036
Accumulated other comprehensive loss		(8,215	)		(20	)
Warrants outstanding		663,100			1,081,050
Additional paid-in capital		312,470,030			276,748,336
Accumulated deficit		(290,010,708	)		(262,138,415	)
Total shareholders' equity		24,046,292			16,519,987
Total liabilities and shareholders' equity	$	26,594,540		$	18,719,854

The accompanying notes are an integral part of these financial statements.

24

PARKERVISION, INC.

STATEMENTS OF COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

	2013			2012			2011
Revenue	$	0		$	0		$	0
Cost of sales		0			0			0
Gross margin		0			0			0
Research and development expenses		10,406,362			8,447,639			8,423,683
Marketing and selling expenses		1,755,130			1,638,156			1,449,501
General and administrative expenses		15,787,599			10,297,238			4,802,503
Total operating expenses		27,949,091			20,383,033			14,675,687
Interest and other income		83,892			70,064			108,050
Interest expense		(7,094	)		(8,843	)		(5,716	)
Total interest and other income and interest  expense		76,798			61,221			102,334
Net loss		(27,872,293	)		(20,321,812	)		(14,573,353	)
Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain on available for sale securities		(8,195	)		10,398			(2,602	)
Other comprehensive (loss) income, net of tax		(8,195	)		10,398			(2,602	)
Comprehensive loss	$	(27,880,488	)	$	(20,311,414	)	$	(14,575,955	)
Basic and diluted net loss per common share	$	(0.31	)	$	(0.27	)	$	(0.24	)

The accompanying notes are an integral part of these financial statements.

25

PARKERVISION, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

	2013			2012			2011
Common shares – beginning of year		82,903,609			67,573,775			52,752,036
Issuance of common stock upon exercise of options
and warrants		1,197,541			2,258,188			687,461
Issuance of common stock in public and private
offerings		8,396,573			12,520,811			13,823,477
Share-based compensation		710,748			550,835			310,801
Common shares – end of year		93,208,471			82,903,609			67,573,775
Par value of common stock – beginning of year	$	829,036		$	675,738		$	527,520
Issuance of common stock upon exercise of options
and warrants		11,975			22,581			6,875
Issuance of common stock in public and private
offerings		83,966			125,209			138,235
Share-based compensation		7,108			5,508			3,108
Par value of common stock – end of year	$	932,085		$	829,036		$	675,738
Accumulated other comprehensive loss – beginning of year	$	(20	)	$	(10,418	)	$	(7,816	)
Change in unrealized (loss) gain on available for sale securities		(8,195	)		10,398			(2,602	)
Accumulated other comprehensive loss – end of  year	$	(8,215	)	$	(20	)	$	(10,418	)
Warrants outstanding – beginning of year	$	1,081,050		$	8,649,786		$	16,534,516
Exercise of warrants		(417,950	)		(683,809	)		(174,804	)
Expiration of warrants		0			(6,884,927	)		(8,126,544	)
Issuance of warrants in connection with public
offering		0			0			416,618
Warrants outstanding – end of year	$	663,100		$	1,081,050		$	8,649,786
Additional paid-in capital – beginning of year	$	276,748,336		$	246,842,116		$	226,780,738
Issuance of common stock upon exercise of options
and warrants		1,553,355			2,042,922			498,867
Issuance of common stock in public and private
offerings		27,244,009			17,430,465			10,001,901
Share-based compensation		6,924,330			3,547,906			1,434,066
Expiration of warrants		0			6,884,927			8,126,544
Additional paid-in capital – end of year	$	312,470,030		$	276,748,336		$	246,842,116
Accumulated deficit – beginning of year	$	(262,138,415	)	$	(241,816,603	)	$	(227,243,250	)
Net loss		(27,872,293	)		(20,321,812	)		(14,573,353	)
Accumulated deficit – end of year	$	(290,010,708	)	$	(262,138,415	)	$	(241,816,603	)

The accompanying notes are an integral part of these financial statements.

26

PARKERVISION, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

		2013			2012			2011
Total shareholders’ equity – beginning of year	$	16,519,987		$	14,340,619		$	16,591,708
Issuance of common stock upon exercise of options
and warrants		1,147,380			1,381,694			330,938
Issuance of common stock and warrants in private
and public offerings		27,327,975			17,555,674			10,556,754
Share-based compensation		6,931,438			3,553,414			1,437,174
Comprehensive loss		(27,880,488	)		(20,311,414	)		(14,575,955	)
Total shareholders’ equity – end of year	$	24,046,292		$	16,519,987		$	14,340,619

The accompanying notes are an integral part of these financial statements.

27

PARKERVISION, INC.

STATEMENTS OF CASH FLOWS

DECEMBER 31, 2013, 2012 AND 2011

	2013		2012		2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(27,872,293)	$	(20,321,812)	$	(14,573,353)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,252,142		1,238,044		1,327,794
Share-based compensation		6,931,438		3,553,414		1,437,174
Loss on disposal of equipment and other assets		126		621		0
Realized loss (gain) on available for sale securities		12,226		(5,220)		1,671
Changes in operating assets and liabilities:
Prepaid and other assets		443,639		248,411		(125,463)
Accounts payable and accrued expenses		421,943		768,096		470,962
Deferred rent		(50,634)		(145,237)		24,668
Total adjustments		9,010,880		5,658,129		3,136,806
Net cash used in operating activities		(18,861,413)		(14,663,683)		(11,436,547)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of available for sale securities		(27,096,006)		(16,799,888)		(9,439,760)
Proceeds from redemption of available for sale securities		18,160,000		13,800,000		10,725,000
Purchases of property and equipment		(78,509)		(135,541)		(100,649)
Payments for patent costs and other intangible assets		(652,029)		(1,026,736)		(609,851)
Net cash (used in) provided by investing activities		(9,666,544)		(4,162,165)		574,740
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock in
public and private offerings		27,327,975		17,555,674		10,556,754
Proceeds from exercise of options and warrants		1,147,380		1,381,694		330,938
Principal payments on capital lease obligation		(22,928)		(26,731)		(25,845)
Net cash provided by financing activities		28,452,427		18,910,637		10,861,847
NET CHANGE IN CASH AND CASH EQUIVALENTS		(75,530)		84,789		40
CASH AND CASH EQUIVALENTS, beginning of year		298,227		213,438		213,398
CASH AND CASH EQUIVALENTS, end of year	$	222,697	$	298,227	$	213,438
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest expense	$	7,095	$	8,843	$	5,716
Cash paid for income taxes	$	0	$	0	$	0
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
Key-man life insurance premiums (Note 3)	$	0	$	29,330	$	45,780
Purchases of leasehold improvements	$	0	$	30,462	$	27,572
Purchase of equipment under capital lease (Note 5)	$	0	$	71,925	$	0

The accompanying notes are an integral part of these financial statements

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.

PARKERVISION, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2013, 2012 and 2011

1. THE COMPANY AND NATURE OF BUSINESS

We were incorporated under the laws of the state of Florida on August 22, 1989 and currently operate in a single segment - wireless technologies and products.  We are in the business of innovating fundamental wireless technologies.   We design, develop and market our proprietary RF technologies and products for use in semiconductor circuits for wireless communication products.   Our business is expected to include licensing of our intellectual property and/or the sale of integrated circuits based on our technology for incorporation into wireless devices designed by our customers.   In addition, from time to time, we offer engineering consulting and design services to our customers, for a negotiated fee, to assist them in developing prototypes and/or products incorporating our technologies.

2. LIQUIDITY

We have incurred losses from operations and negative cash flows in every year since inception and have utilized the proceeds from the sales of our equity securities to fund our operations.   For the year ended December 31, 2013, we incurred a net loss of approximately $27.9 million and negative cash flows from operations of approximately $18.9 million.  At December 31, 2013, we had an accumulated deficit of approximately $290.0 million and working capital of approximately $15.2 million.  We expect that revenue for 2014 will not be sufficient to cover our operational expenses for 2014, and that our expected continued losses and use of cash will be funded from available working capital.  In addition, we expect that available working capital will be used for initial production start-up costs, including test programs and production tooling, and for litigation expenses to defend our intellectual property.

Our current capital resources include cash and available for sale securities of approximately $17.2 million at December 31, 2013 and approximately $11.9 million in proceeds from the sale of equity securities in March 2014 (see Note 9).  These current capital resources are sufficient to support our liquidity requirements through 2014 and beyond.

Our future business plans call for continued investment in sales, marketing, customer support and product development for our technologies and products, as well as investment in continued protection of our intellectual property including prosecution of new patents and defense of existing patents.  Our ability to generate revenues sufficient to offset costs is subject to securing new product and licensing customers for our technologies, successfully supporting our customers in completing their product designs, and/or successfully protecting or defending our intellectual property.

The long-term continuation of our business plan beyond 2014 is dependent upon the generation of sufficient revenues from our technologies and/or products to offset expenses.  In the event that we do not generate sufficient revenues, we will be required to obtain additional funding through public or private financing and/or reduce operating costs.  Failure to generate sufficient revenues, raise additional capital through debt or equity financings, and/or reduce operating costs could have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our financial statements are prepared in accordance with generally accepted accounting principles.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  The more significant estimates made by us include the volatility, forfeiture rate and estimated lives of share-based awards used in the estimate of the fair market value of share-based compensation, the assessment of recoverability of long-lived assets, the amortization periods for intangible and long-lived assets, and the valuation allowance for deferred taxes.   Actual results could differ from the estimates made.  We periodically evaluate estimates used in the preparation of the financial statements for continued reasonableness.  Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation.

Cash and Cash Equivalents

We consider cash and cash equivalents to include cash on hand, interest-bearing deposits, overnight repurchase agreements and investments with original maturities of three months or less when purchased.

Available for Sale Securities

Available for sale securities are intended to be held for indefinite periods of time and are not intended to be held to maturity. These securities are recorded at fair value and any unrealized holding gains and losses, net of the related tax effect, are excluded from earnings and are reported as a separate component of accumulated other comprehensive loss until realized. Our available for sale securities at December 31, 2013 and 2012 consisted of mutual funds that invest primarily in short-term municipal securities with an average effective maturity of one year or less. All dividends and realized gains are recognized as other income as earned and immediately reinvested.  The Company has determined that the fair value of its available for sale securities fall within Level 1 in the fair value hierarchy (See Note 14).

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined using the straight-line method over the following estimated useful lives:

Manufacturing and office equipment	5-7 years
Leasehold improvements	Remaining life of lease
Furniture and fixtures	7 years
Computer equipment and software	3-5 years

The cost and accumulated depreciation of assets sold or retired are removed from their respective accounts, and any resulting net gain or loss is recognized in the accompanying statements of comprehensive loss.  The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts, both internally and externally, that may suggest impairment. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of the assets exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the assets.

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Long-lived assets to be sold are classified as held for sale in the period in which there is an approved plan for sale of the assets within one year, and it is unlikely that the plan will be withdrawn or changed.  Long-lived assets held for sale are recorded at the lower of their carrying amount or fair value less estimated costs to sell.

Intangible Assets

Patents, copyrights and other intangible assets are amortized using the straight-line method over their estimated period of benefit.  We estimate the economic lives of our patents and copyrights to be fifteen to twenty years.  We estimate the economic lives of other intangible assets, including licenses, based on estimated technological obsolescence, to be two to five years, which is generally shorter than the contractual lives.   Management evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that may warrant revised estimates of useful lives or that may indicate impairment exists.

Key-man Life Insurance

In 2012 and 2011, we paid the premiums on certain whole-life policies, in the amount of approximately $29,000 and $46,000, respectively, through the use of annual policy dividends and loans against the policies.   These policies were surrendered in favor of term-life policies in 2012 and 2013. (See Note 4).

Accounting for Share-Based Compensation

We have various share-based compensation programs which provide for equity awards including stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”). We calculate the fair value of employee share-based equity awards on the date of grant and recognize the calculated fair value, net of estimated forfeitures, as compensation expense over the requisite service periods of the related awards.  We estimate the fair value of each equity award using the Black-Scholes option valuation model or the Monte Carlo simulation fair value model for awards that contain market conditions.  These valuation models require the use of highly subjective assumptions and estimates including (i) how long employees will retain their stock options before exercising them, (ii) the volatility of our common stock price over the expected life of the equity award, and (iii) the rate at which equity awards will ultimately be forfeited by the recipients.  Such estimates, and the basis for our conclusions regarding such estimates, are outlined in detail in Note 8.  Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

Revenue Recognition

We did not recognize any product or royalty revenue in 2013, 2012, or 2011.   We recognize revenue when there is persuasive evidence of an arrangement, the amounts are fixed and determinable, and the collectability of the resulting receivable is reasonably assured.

Research and Development Expenses

Research and development costs are expensed as incurred and include salaries and benefits, costs paid to third party contractors, prototype expenses, maintenance costs for software development tools, depreciation, amortization, and an allocated portion of facilities costs.

Loss per Common Share

Basic loss per common share is determined based on the weighted-average number of common shares outstanding during each year.  Diluted loss per common share is the same as basic loss per common share as all potential common shares are excluded from the calculation, as their effect is anti-dilutive.  The weighted-average number of common shares outstanding for the years ended December 31, 2013, 2012, and 2011, was 88,968,043, 75,999,278, and 60,038,857, respectively.

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Options and warrants to purchase 8,888,727, 10,482,608, and 11,105,288, shares of common stock were outstanding at December 31, 2013, 2012, and 2011, respectively.   In addition, unvested RSUs representing 1,882,384, 1,433,842, and 1,104,377 shares of common stock were outstanding at December 31, 2013, 2012, and 2011, respectively.  These options, warrants and RSUs were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive.

Leases

Our facilities are leased under operating leases.  For those leases that contain rent escalations or rent concessions, we record the total rent payable during the lease term on a straight-line basis over the term of the lease with the difference between the rents paid and the straight-line rent recorded as a deferred rent liability in the accompanying balance sheets.

Income Taxes

The provision for income taxes is based on loss before taxes as reported in the accompanying statements of comprehensive loss.  Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized.  Our deferred tax assets exclude unrecognized tax benefits which do not meet a more-likely-than-not threshold for financial statement recognition for tax positions taken or expected to be taken in a tax return.

We utilize the short-cut method for establishing the historical pool of windfall tax benefits related to employee share-based compensation. We do not recognize deferred tax assets with regard to the excess of tax over book stock compensation until the tax deductions actually reduce current taxes payable at which time the tax benefit would be recorded as an increase in additional paid-in-capital.

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an unrecognized tax benefit when a net operating loss (“NOL”) carry-forward, a similar tax loss, or tax credit carry-forward exists.” ASU 2013-11 requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a NOL carry-forward, a similar tax loss, or a tax credit carry-forward when settlement in this manner is available under the tax law. This guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have an impact on our financial statements.

4. PREPAID EXPENSES AND OTHER

Prepaid expenses and other current assets consisted of the following at December 31, 2013 and 2012:

	2013		2012
Prepaid insurance	$	409,790	$	401,373
Cash surrender value of life insurance		0		456,452
Other current assets		142,171		119,485
	$	551,961	$	977,310

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In January 2013, we surrendered a key-man whole life policy in favor of a term-life policy.  The aggregate net cash surrender value of the whole-life policy at December 31, 2012, as determined by the insurance carrier, was included in prepaid and other current assets.

5. PROPERTY AND EQUIPMENT, NET

Property and equipment, at cost, consisted of the following at December 31, 2013 and 2012:

	2013			2012
Equipment and software	$	8,158,454		$	8,082,091
Leasehold improvements		837,377			837,377
Furniture and fixtures		502,397			505,428
		9,498,228			9,424,896
Less accumulated depreciation and amortization		(9,190,843	)		(9,021,450	)
	$	307,385		$	403,446

Depreciation expense related to property and equipment was $174,444, $185,146, and $314,113, in 2013, 2012, and 2011, respectively.  Depreciation expense includes depreciation related to capital leases of approximately $28,748, $24,100, and $14,371 for the periods ended December 31, 2013, 2012, and 2011 respectively.  Accumulated depreciation included accumulated depreciation related to capital leases as of December 31, 2013, 2012, and 2011 of  $87,654, $58,906, and $34,806, respectively.

In April 2012, we purchased engineering equipment under a capital lease and recorded a corresponding capital lease obligation of approximately $72,000.  The lease has a three-year term with monthly payments of approximately $2,500 and an annual implicit interest rate of approximately 15.25%.  The principal payments are reflected as cash outflows from financing activities in the accompanying statements of cash flows.

6. INTANGIBLE ASSETS

Intangible assets consisted of the following at December 31, 2013 and 2012:

			2013
		Gross Carrying Amount			Accumulated Amortization		Net Value
Patents and copyrights	$	18,943,020		$	10,397,136	$	8,545,884
Prepaid licensing fees		574,000			567,452		6,548
	$	19,517,020		$	10,964,588	$	8,552,432
					2012
		Gross Carrying Amount			Accumulated Amortization		Net Value
Patents and copyrights	$	18,290,991		$	9,329,438	$	8,961,553
Prepaid licensing fees		574,000			557,452		16,548
	$	18,864,991		$	9,886,890	$	8,978,101

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Periodically, we evaluate the recoverability of our intangible assets and take into account events or circumstances that may warrant revised estimates of useful lives or that may indicate impairment exists (“Triggering Event”).  Based on our cumulative net losses and negative cash flows from operations to date, we assess our working capital needs on an annual basis.  This annual assessment of our working capital is considered to be a Triggering Event for purposes of evaluating the recoverability of our intangible assets.  As a result of our evaluation at December 31, 2013, we determined that no impairment exists with regard to our intangible assets.

Patent costs represent legal and filing costs incurred to obtain patents and trademarks for product concepts and methodologies that we have developed.  Capitalized patent costs are amortized over the estimated lives of the related patents, ranging from fifteen to twenty years.  Prepaid licensing fees represent costs incurred to obtain licenses for use of certain technologies in future products.  Prepaid license fees are amortized over their estimated economic lives, generally two to five years.

Amortization expense for the years ended December 31, 2013, 2012, and 2011 is as follows:

		Amortization Expense
	Weighted average estimated life (in years)		2013		2012		2011
Patents and copyrights	17	$	1,067,698	$	1,049,446	$	1,013,681
Prepaid licensing fees	2		10,000		3,452		0
Total amortization		$	1,077,698	$	1,052,898	$	1,013,681

Future estimated amortization expense for intangible assets that have remaining unamortized amounts as of December 31, 2013 are as follows:

2014	$	1,054,955
2015		953,970
2016		917,996
2017		915,396
2018		859,572
2019 and thereafter		3,850,543
Total	$	8,552,432

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7. INCOME TAXES AND TAX STATUS

A reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% for the years ended December 31, 2013, 2012, and 2011 is as follows:

		2013			2012			2011
Tax benefit at statutory rate	$	(9,476,580	)		(6,909,416	)		(4,954,940	)
State tax benefit		(975,530	)		(711,263	)		(510,067	)
Increase in valuation allowance		10,648,966			7,640,454			5,722,492
Research and development credit		(299,044	)		(239,216	)		(272,117	)
Capital loss		0			0			(38,439	)
Other		102,188			219,441			53,071
	$	0		$	0		$	0

Our deferred tax assets and liabilities relate to the following sources and differences between financial accounting and the tax bases of our assets and liabilities at December 31, 2013 and 2012:

	2013			2012
Gross deferred tax assets:
Net operating loss carry-forward	$	94,742,725		$	85,844,921
Research and development credit		7,618,821			7,319,776
Stock compensation		3,548,655			2,882,576
Patents and other		1,828,103			1,770,367
Fixed assets		121,179			125,737
Accrued liabilities		80,204			64,507
Capital loss carry-forward		5,652			38,439
Charitable contributions		4,500			0
		107,949,839			98,046,323
Less valuation allowance		(107,949,839	)		(98,006,927	)
		0			39,396
Gross deferred tax liabilities:
Gains on the cash surrender value of life insurance		0			39,396
		0			39,396
Net deferred tax asset	$	0		$	0

No current or deferred tax provision or benefit was recorded for 2013, 2012, or 2011 as a result of current losses and fully deferred tax valuation allowances for all periods.  We have recorded a valuation allowance to state our deferred tax assets at their estimated net realizable value due to the uncertainty related to realization of these assets through future taxable income.

At December 31, 2013, we had cumulative NOL, research and development (“R&D”) tax credit carry-forwards and capital loss carry-forwards for income tax purposes of $258,088,247, $7,618,821, and $15,072 respectively, which expire in varying amounts from 2015 through 2033.  The cumulative NOL carry-forward is net of $13,432,293 in carry-forwards from 1993 through 1997 which expired unused from 2008 through 2012.  The NOL carry-forward for income tax purposes includes $1,747,888 related to windfall tax benefits from the exercise of share-based compensation awards for which benefit will be recognized as an adjustment to equity rather than a decrease in earnings if realized.  The cumulative R&D tax credit carry-forward is net of $496,329 in credits from 1995 through 1997 that expired unused from 2010 through 2012.

35

Our ability to benefit from the our tax credit carry-forwards could be limited under certain provisions of the Internal Revenue Code if our ownership changes by more than 50%, as defined by Section 382 of the Internal Revenue Code of 1986 (“Section 382”). Under Section 382, an ownership change may limit the amount of NOL, capital loss and R&D credit carry-forwards that can be used annually to offset future taxable income and tax, respectively.  In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period.  We conduct a study annually of our ownership changes.  Based on the results of our studies, we have determined that we do not have any ownership changes on or prior to December 31, 2013 which would result in limitations of our NOL, capital loss or R&D credit carry-forwards under Section 382.

Uncertain Tax Positions

We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions.  We have identified our Federal and Florida tax returns as our only major jurisdictions, as defined.  The periods subject to examination for those returns are the 1996 through 2013 tax years. 

At December 31, 2013, we had an unrecognized tax benefit of approximately $1.4 million.  A reconciliation of the amount recorded for unrecognized tax benefits for the years ended December 31, 2013, 2012, and 2011 is as follows:

	For the years ended December 31,
	2013			2012		2011
Unrecognized tax benefits – beginning of year		$	1,369,614		1,369,614		1,369,614
Gross increases – tax positions in prior period			0		0		0
Change in Estimate			0		0		0
Unrecognized tax benefits – end of year		$	1,369,614		1,369,614		1,369,614

Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of a valuation allowance.   Approximately $0.47 million, net of tax effect, of the unrecognized tax benefit is related to excess tax benefits related to share-based compensation which would be recorded as an adjustment to equity rather than a decrease in earnings, if reversed.

Our policy is that we recognize interest and penalties accrued on any unrecognized tax benefits as a component of our income tax expense.  We do not have any accrued interest or penalties associated with any unrecognized tax benefits.  For the years ended December 31, 2013, 2012, and 2011, we did not incur any income tax-related interest income, expense or penalties.   

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8. SHARE-BASED COMPENSATION

We did not capitalize any expense related to share-based payments.  The following table presents share-based compensation expense included in our statements of comprehensive loss for the years ended December 31, 2013, 2012, and 2011, respectively:

	Year ended December 31,
	2013			2012			2011
Research and development expense		$	1,594,603		$	765,126		$	706,734
Sales and marketing expense			327,199			207,125			121,384
General and administrative expense			5,009,636			2,581,163			609,056
Total share-based expense		$	6,931,438		$	3,553,414		$	1,437,174

As of December 31, 2013, there was $4,131,257 of total unrecognized compensation cost, net of estimated forfeitures, related to all non-vested share-based compensation awards.  That cost is expected to be recognized over a weighted-average period of 1.1 years.

Stock Incentive Plans

2000 Performance Equity Plan

We adopted a performance equity plan in July 2000 (the “2000 Plan”). The 2000 Plan provides for the grant of options and other stock awards to employees, directors and consultants, not to exceed 5,000,000 shares of common stock.  The 2000 Plan provides for benefits in the form of nonqualified stock options, stock appreciation rights, restricted share awards, stock bonuses and various stock benefits or cash.  Prior to July 2010, the 2000 Plan also provided for awards of incentive stock options.   Forfeited and expired options under the 2000 Plan become available for reissuance.   The plan provides that no participant may be granted awards in excess of 1,000,000 shares in any calendar year.  At December 31, 2013, 631,134 shares of common stock were available for future grants.

2008 Equity Incentive Plan

We adopted an equity incentive plan in August 2008 (the “2008 Plan”).  The 2008 Plan provides for the grant of stock-based awards to employees (excluding named executives), directors and consultants, not to exceed 500,000 shares of common stock.  The 2008 Plan provides for benefits in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted share awards, and other stock based awards.  Forfeited and expired options under the 2008 Plan become available for reissuance.  The plan provides that no participant may be granted awards in excess of 50,000 shares in any calendar year.  At December 31, 2013, 8,315 shares of common stock were available for future grants.

2011 Long-Term Incentive Equity Plan

We adopted a long-term incentive equity plan in September 2011 (the “2011 Plan”).  The 2011 Plan provides for the grant of stock-based awards to employees, officers, directors and consultants, not to exceed 5,000,000 shares of common stock.  The Plan provides for benefits in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted share awards, and other stock based awards.  Forfeited and expired options under the 2011 Plan become available for reissuance.  The plan provides that no participant may be granted awards in excess of 1,500,000 shares in any calendar year.  At December 31, 2013, 7,000 shares of common stock were available for future grants.

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Restricted Stock Awards

RSAs are issued as executive and employee incentive compensation and as payment for services to others.  The value of the award is based on the closing price of our common stock on the date of grant.  RSAs are generally immediately vested.   We had no unvested RSAs at December 31, 2013, 2012, or 2011 and no RSAs were forfeited during 2013, 2012, or 2011.

Restricted Stock Units

RSUs are issued as incentive compensation to executives, employees, and non-employee directors as well as payment for services to consultants.   Each RSU represents a right to one share of our common stock, upon vesting.  The RSUs are not entitled to voting rights or dividends, if any, until vested.  RSUs generally vest over a three year period for employee awards, a one year period for non-employee director awards and the life of the related service contract for third-party awards.  The fair value of RSUs is generally based on the closing price of our common stock on the date of grant and is amortized to share-based compensation expense over the estimated life of the award, generally the vesting period.   In the case of RSUs issued to consultants, the fair value is recognized based on the closing price of our common stock on each vesting date.

Plan-Based RSAs and RSU

The following table presents a summary of RSA and RSU activity under the 2000, 2008, and 2011 Plans (collectively, the “Stock Plans”) as of December 31, 2013:

	Non-vested Shares
		Shares			Weighted-Average Grant-Date Fair Value
Non-vested at beginning of year		953,842		$	2.67
Granted		259,290			3.99
Vested		(214,082	)		3.22
Forfeited		0			0
Non-vested at end of year		999,050		$	2.90

The total fair value of RSAs and RSUs vested under the Stock Plans for the year ended December 31, 2013 is $871,417.

Non-Plan RSUs

RSUs granted outside the Stock Plans represent awards issued as payment for services to consultants.  The shares underlying these non-plan RSUs are unregistered.

	Non-vested Shares
		Shares			Weighted-Average Grant-Date Fair Value
Non-vested at beginning of year		480,000		$	0.99
Granted		900,000			3.90
Vested		(496,666	)		1.09
Forfeited		0			0
Non-vested at end of year		883,334		$	3.90

Non-plan RSUs include 150,000 RSUs granted to consultants in November 2013 that vest over a six-month period beginning December 31, 2013.  Non-plan RSUs also include 750,000 RSUs granted in November 2013 to these same consultants as performance incentives.  These RSUs vest only upon achievement of certain market conditions, as measured based on the closing price of our common stock during a period ending on the earlier of (i) December 31, 2015 or (ii) thirty days following termination of the related consulting agreement.  Upon thirty days’ notice, the consulting agreements may be terminated and any unvested portion of the RSUs will be cancelled.

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Compensation cost related to the vesting of non-plan RSUs was approximately $1,912,000, $960,000, and $29,000 for the periods ended December 31, 2013, 2012, and 2011 respectively, and is included in general and administrative expense in the table of share-based compensation expense shown above.

Stock Options and Warrants

Stock options are issued as incentive compensation to executives, employees, and non-employee directors as well as payment for services to consultants.  In addition, we have granted warrants to investors in connection with securities offerings (see Note 9).  Stock options and warrants are generally granted with exercise prices at or above fair market value of the underlying shares at the date of grant.

Plan-Based Options

Options for employees, including executives and non-employee directors, are generally granted under the Stock Plans.  The following table presents a summary of option activity under the Stock Plans for the year ended December 31, 2013:

	Shares	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value ($)
Outstanding at beginning of year	7,514,697	$	3.26
Granted	258,780		3.32
Exercised	(217,181)		1.21
Forfeited	0		0
Expired	(627,086)		8.36
Outstanding at end of year	6,929,210		2.87	4.40 years	$	15,433,876
Exercisable at end of year	4,780,057	$	3.24	3.98 years	$	10,042,794

The weighted average fair value of option shares granted during the years ended December 31, 2013, 2012, and 2011 was $2.53, $2.65, and $0.66, respectively.  The total fair value of option shares vested during the years ended December 31, 2013, 2012, and 2011, was $3,285,859, $1,404,456, and $192,959, respectively.

The fair value of options granted under the Stock Plans is estimated using the Black-Scholes option pricing model.  Generally, fair value is determined as of the grant date.  In the case of option grants to third parties, the fair value is estimated at each interim reporting date until vested.

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The fair value of option grants under the Stock Plans for the years ended December 31, 2013, 2012, and 2011 respectively, was estimated using the Black-Scholes option-pricing model with the following assumptions:

	Year ended December 31,
	2013	2012	2011
Expected option term 1	5 to 6 years	6 to 7 years	5 to 6 years
Expected volatility factor 2	97.9% to 103.7%	90.2% to 94.8%	92.0% to 97.7%
Risk-free interest rate 3	0.8% to 1.8%	0.8% to 1.0%	0.9% to 2.0%
Expected annual dividend yield	0%	0%	0%

1 The expected term was generally determined based on historical activity for grants with similar terms and for similar groups of employees and represents the period of time that options are expected to be outstanding.  For employee options, groups of employees with similar historical exercise behavior are considered separately for valuation purposes.   For consultants, the expected term was determined based on the contractual life of the award.

2 The stock volatility for each grant is measured using the weighted average of historical daily price changes of our common stock over the most recent period equal to the expected option life of the grant.

3 The risk-free interest rate for periods equal to the expected term of the share option is based on the U.S. Treasury yield curve in effect at the measurement date.

The aggregate intrinsic value of plan-based options exercised during 2013, 2012, and 2011 was $648,433, $62,945, and $0, respectively.

Non-Plan Options and Warrants

Options and warrants granted outside the Stock Plans represent options issued as payment for services to consultants and warrants issued in connection with offerings of securities.  As of December 31, 2013, all outstanding non-plan options and warrants have been registered by us on a registration statement.  The following table presents a summary of non-plan option and warrant activity for the year ended December 31, 2013:

	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value ($)
Outstanding at beginning of year	2,967,911	$	0.87
Granted	0		0
Exercised	(1,008,394)		0.99
Forfeited	0		0
Expired	0		0
Outstanding at end of year	1,959,517		0.81	1.96 years	$	7,336,710
Exercisable at end of year	1,959,517	$	0.81	1.96 years	$	7,336,710

The aggregate fair value of non-plan options and warrants vested during the years ended December 31, 2013, 2012, and 2011 was $129,192, $166,668, and $470,383, respectively.

Non-plan options and warrants outstanding at December 31, 2013 and 2012 include warrants issued in connection with the sale of equity securities in various public and private placement transactions from 2009 to 2011 that represent 1,849,517 and 2,607,911 shares respectively (see Note 9).  The estimated fair value of these warrants as of December 31, 2013 and 2012 are included in shareholders’ equity in the accompanying balance sheets.

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The fair value of non-plan options and warrants for the years ended December 31, 2013, 2012, and 2011, respectively, was estimated using the Black-Scholes option-pricing model at each measurement date with the following assumptions:

	Year ended December 31,
	2013	2012	2011
Expected option term 1	4 to 5 years	4 to 6 years	4 to 5 years
Expected volatility factor 2	91.5% to 104%	93.4% to 104.3%	89.4% to 100.2%
Risk-free interest rate 3	0.5% to 1.0%	0.7% to 1.0%	0.9% to 2.4%
Expected annual dividend yield	0%	0%	0%

1 The expected term was determined based on the remaining contractual life of the award on the measurement date.

2 The stock volatility for each grant is measured using the weighted average of historical daily price changes of our common stock over the most recent period equal to the expected life of the award.

3 The risk-free interest rate for periods equal to the expected term of the award is based on the U.S. Treasury yield curve in effect at the measurement date.

The aggregate intrinsic value of non-plan options and warrants exercised during 2013, 2012, and 2011 was $3,038,635, $3,831,971 and $232,269 respectively.

Options and Warrants by Price Range

The options and warrants outstanding at December 31, 2013 under all plans, including the non-plan options and warrants, have exercise price ranges, weighted average contractual lives, and weighted average exercise prices are as follows:

		Options and Warrants Outstanding				Options and Warrants Exercisable
Range of Exercise Prices		Number Outstanding at December 31, 2013	Wtd. Avg. Exercise Price		Wtd. Avg. Remaining Contractual Life	Number Exercisable at December 31, 2013	Wtd. Avg. Exercise Price		Wtd. Avg. Remaining Contractual Life
$	0.54 - $0.88	1,960,208	$	0.59	2.29	1,925,030	$	0.59	2.25
$	0.89 - $1.88	2,708,742	$	1.00	4.54	1,771,182	$	1.01	4.35
$	2.01 - $3.13	3,019,371	$	2.81	5.21	1,972,987	$	2.84	5.00
$	3.15 - $5.40	404,655	$	4.30	2.98	274,624	$	4.35	1.14
$	5.70 - $8.60	337,470	$	6.74	1.10	337,470	$	6.74	1.10
$	9.06 - $26.75	458,281	$	11.08	0.58	458,281	$	11.08	0.58
		8,888,727	$	2.41	3.87	6,739,574	$	2.53	3.39

Upon exercise of options and warrants under all plans, we issue new shares of our common stock.   For shares issued upon exercise of warrants or equity awards granted under the Stock Plans, the shares of common stock are registered.   For shares issued upon exercise of non-plan RSU or option awards, the shares are not registered unless they have been subsequently registered by us on a registration statement.  Cash received from option and warrant exercises for the years ended December 31, 2013, 2012, and 2011, was $1,147,380, $1,381,694, and $330,938, respectively.  No tax benefit was realized for the tax deductions from exercise of the share-based payment arrangements for the years ended December 31, 2013, 2012, and 2011 as the benefits were fully offset by a valuation allowance (see Note 7).

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9.  STOCK AUTHORIZATION AND ISSUANCE

Preferred Stock

We have 15,000,000 shares of preferred stock authorized for issuance at the direction of the board of directors.  As of December 31, 2013, we had no outstanding preferred stock.

On November 17, 2005, our board of directors designated 100,000 shares of authorized preferred stock as the Series E Preferred Stock in conjunction with its adoption of a Shareholder Protection Rights Agreement (Note 10).

Common Stock and Warrants

On October 4, 2012, we amended our Articles of Incorporation to increase the number of authorized shares of our common stock from 100,000,000 shares to 150,000,000 shares, as approved by a majority vote of our shareholders on October 2, 2012.

We have filed several shelf registration statements (“Shelf”) with the SEC for purposes of providing flexibility to raise funds from the offering of various securities over a period of three years, subject to market conditions.   Securities offered under the shelf registration statements were used to fund working capital, capital expenditures, vendor purchases, and other capital needs.  Offerings made under a Shelf during 2013, 2012, and 2011 are included in the table below.  As of March 31, 2013, there were no securities available under any Shelf.

On March 13, 2014, we completed the sale of an aggregate of 2,666,666 shares of our common stock, at a price of $4.50 per share, to two accredited investors in a private placement transaction pursuant to Rule 506 of Regulation D under the Securities Act of 1933, as amended.   The offering represented 2.8% of our outstanding common stock on an after-issued basis.   The aggregate net proceeds from this offering, after deduction of estimated offering costs are approximately $11.9 million.  We are obligated to file a registration statement within thirty (30) days of the closing date to register the resale of the common stock issued in the private placement transaction.  In the event that we fail to file the registration statement within the required time frame, or the registration statement ceases to be effective for any continuous period that exceeds 10 consecutive calendar days or more than an aggregate of fifteen calendar days during any 12-month period or any time during the six-month anniversary of the registration date (a “Registration Default”), we shall pay the investors an amount in cash equal to 1% of the aggregate purchase price paid for each 30-day period of a Registration Default.   The maximum penalty that we may incur under this arrangement is 6% of the aggregate purchase price, or $720,000 subject to reduction for shares sold or transferred and not held at the penalty determination date.

We filed a registration statement on August 21, 2013 to register the resale of the common stock issued in the August 6, 2013 offering described below.  The registration statement became effective on September 18, 2013 (File No. 333-190769).  In the event the registration statement ceases to be effective for any continuous period that exceeds 10 consecutive calendar days or more than an aggregate of fifteen calendar days during any 12-month period or any time during the six-month anniversary of the registration date (a “Registration Default”), we shall pay the investors an amount in cash equal to 1% of the aggregate purchase price paid for each 30-day period of a Registration Default.   The maximum penalty that we may incur under this arrangement is 6% of the aggregate purchase price, or $839,399 subject to reduction for shares sold or transferred and not held at the penalty determination date.  We do not believe that payment under the registration payment arrangement is probable and therefore no related liability has been recorded in the accompanying financial statements.

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The following table presents a summary of equity offerings for the years ended December 31, 2013, 2012, and 2011 (in thousands, except for per share amounts)

Date	Transaction	# of Common Shares/ Units Sold (in 000’s)	Price per Share/Unit	# of Warrants Issued (in 000’s)	Exercise Price per Warrant	Net Proceeds (in 000’s) (1)	Offering as % of Out-standing Common Stock (2)
August 6, 2013	Offering to a limited number of institutional and other investors	3,681	$3.80	n/a	n/a	$13,000	4.00%
March 26, 2013	Shelf underwritten offering (4)	4,715	$3.25	n/a	n/a	$14,300	5.40%
September 19, 2012	Shelf offering to a limited number of institutional and other investors	4,382	$2.30	n/a	n/a	$9,200	5.30%
April 18, 2012	Shelf offering to a limited number of institutional and other investors	8,139	$1.05	n/a	n/a	$8,300	10.70%
September 14, 2011	Shelf offering to two institutional investors	7,800	$0.88	n/a	n/a	$6,500	11.60%
March 30, 2011	Shelf offering to a limited number of institutional and other investors (3)	3,332	$0.71	n/a	n/a	$4,100	10.20%
		2,691	$0.81	807	$0.88

(1)   After deduction of applicable underwriters’ discounts, placement agent fees, and other offering costs.

(2)    Calculated on an after-issued basis.

(3)   Offering included the sale of 3,332,117 shares of common stock at $0.71 per share and 2,691,360 units, each consisting of one share of common stock and three-tenths of a warrant to purchase common stock, at $0.81 per unit.  The warrants are exercisable beginning September 30, 2011 and expire on September 30, 2016.  The warrants were recorded at their relative fair value of approximately $0.4 million as estimated at their grant date using the Black-Scholes option pricing model (see Note 8)

(4)   Ladenburg Thalmann Financial Services Inc. acted as underwriter for the transaction.

10.  SHAREHOLDER PROTECTION RIGHTS AGREEMENT

On November 21, 2005, we adopted a Shareholder Protection Rights Agreement (“Rights Agreement”) which calls for the issuance, on November 29, 2005, as a dividend, rights to acquire fractional shares of Series E Preferred Stock.  We did not assign any value to the dividend as the value of these rights is not believed to be objectively determinable.  The principal objective of the Rights Agreement is to cause someone interested in acquiring us to negotiate with our Board of Directors rather than launch an unsolicited or hostile bid.  The Rights Agreement subjects a potential acquirer to substantial voting and economic dilution.  Each share of Common Stock issued by ParkerVision will include an attached right.

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The rights initially are not exercisable and trade with the Common Stock of ParkerVision.  In the future, the rights may become exchangeable for shares of Series E Preferred Stock with various provisions that may discourage a takeover bid.  Additionally, the rights have what are known as “flip-in” and “flip-over” provisions that could make any acquisition of us more costly to the potential acquirer.  The rights may separate from the Common Stock following the acquisition of 15% or more of the outstanding shares of Common Stock by an acquiring person.  Upon separation, the holder of the rights may exercise their right at an exercise price of $45 per right (the “Exercise Price”), subject to adjustment and payable in cash.

Upon payment of the exercise price, the holder of the right will receive from us that number of shares of Common Stock having an aggregate market price equal to twice the Exercise Price, as adjusted.   The Rights Agreement also has a flip over provision allowing the holder to purchase that number of shares of common/voting equity of a successor entity, if we are not the surviving corporation in a business combination, at an aggregate market price equal to twice the Exercise Price.

We have the right to substitute for any of our shares of Common Stock that we are obligated to issue, shares of Series E Preferred Stock at a ratio of one ten-thousandth of a share of Series E Preferred Stock for each share of Common Stock.  The Series E Preferred Stock, if and when issued, will have quarterly cumulative dividend rights payable when and as declared by the board of directors, liquidation, dissolution and winding up preferences, voting rights and will rank junior to other securities of ParkerVision unless otherwise determined by the board of directors.

The rights may be redeemed upon approval of the board of directors at a redemption price of $0.01.  The Rights Agreement expires on November 21, 2015.

11. COMMITMENTS AND CONTINGENCIES

Lease Commitments

Our headquarters facility in Jacksonville, Florida is leased pursuant to a non-cancelable lease agreement effective June 1, 2006.   The lease term, as amended in October 2011, provides for a straight-lined monthly rental payment of approximately $23,000 through October 31, 2014 with an option for renewal.

We also lease office space in Lake Mary, Florida for our wireless design center.  The lease term, as amended in December 2013 provides for a straight-lined monthly rental payment of approximately $18,900 through May 2017 with an option for renewal.  Deferred rent is amortized as a reduction to rent expense over the respective lease term.

In addition to sales tax payable on base rental amounts, certain leases obligate us to pay pro-rated annual operating expenses for the properties.  Rent expense for properties, for the years ended December 31, 2013, 2012, and 2011, was $476,782, $515,437, and $408,070, respectively.

In addition, we lease certain equipment, primarily for research and development activities, under non-cancelable operating leases with lease terms of less than one year.  Equipment rental expense for the years ended December 31, 2013, 2012, and 2011 was $235,370, $232,659, and $188,713, respectively.

Contractual Obligations

Future minimum lease payments under all non-cancelable operating leases and capital leases that have initial or remaining terms in excess of one year as of December 31, 2013 were as follows:

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Contractual obligations:	2014		2015		2016		2017		Total
Operating leases	$	362,200		248,900	$	248,900	$	106,800	$	966,800
Capital leases	$	30,000	$	7,500	$	0	$	0	$	37,500

Legal Proceedings

From time to time, we are subject to legal proceedings and claims which arise in the ordinary course of our business.  We believe, based upon advice from outside legal counsel, that the final disposition of such matters will not have a material adverse effect on our financial position, results of operations or liquidity.     

ParkerVision vs. Qualcomm, Inc.

In October 2013, a jury in the United States District Court of the Middle District of Florida awarded us $172.7 million in damages for direct and indirect infringement of eleven claims of four of our patents by Qualcomm Incorporated (“Qualcomm”).  The jury also found that all eleven claims of the four patents were valid.  The jury found that we did not prove our claims of willfulness, which would have allowed the judge to enhance the jury-awarded damages.   There are a number of outstanding motions in this case including our motions for an injunction and/or, in the alternative, ongoing royalties for Qualcomm’s continued unauthorized use of our patented technology and our motion for pre and post-judgment interest.  Qualcomm also has outstanding motions requesting the judge to overturn the jury’s decisions regarding infringement, invalidity and damages and their request for a new trial.  A hearing will be held on May 1, 2014 for the parties to present arguments regarding these outstanding motions.   The court will then rule on these outstanding motions although we do not know at this time when that ruling will occur.  The amount and timing of the collection of damages from Qualcomm is dependent upon final disposition of the litigation which may include settlement discussions and/or appeals.  Following a final district court adjudication, either party has 30 days to appeal the ruling to the federal appellate court.  Qualcomm has indicated that it plans to appeal the district court decision.

We first filed a complaint against Qualcomm on July 20, 2011, as amended on February 28, 2012, seeking unspecified damages and injunctive relief for infringement of six of our patents related to radio-frequency receivers and the down-conversion of electromagnetic signals (the “Complaint”).  Qualcomm filed an Answer and Counterclaim to our Complaint (the “Counterclaim”) in which Qualcomm denied infringement and alleged invalidity and unenforceability of each of our patents, including claims of patent unenforceability due to alleged inequitable conduct.  Qualcomm also named our long-time patent prosecution counsel, Sterne, Kessler, Goldstein & Fox PLLC (“SKGF”) as a co-defendant in its Counterclaim and further alleged that we aided and abetted SKGF in its alleged breach of fiduciary duty to Qualcomm and tortiously interfered with Qualcomm’s contractual relationship with SKGF.

In November 2011, as amended in April 2012, we filed a motion to dismiss Qualcomm’s Counterclaims related to inequitable conduct, aiding and abetting, and tortious interference, and a motion to strike certain of Qualcomm’s affirmative defenses.  SKGF also filed a motion to dismiss Qualcomm’s claims against them.  In November 2012, the court granted SKGF’s motion and dismissed these claims without prejudice; and furthermore, the court abated Qualcomm’s Counterclaims against SKGF such that Qualcomm was unable to file an amended Counterclaim against SKGF until such time that the court lifted the abatement.  In January 2013, the court also dismissed without prejudice and abated the aiding and abetting and tortious interference claims against us.  In February 2014, Qualcomm dismissed these counterclaims against us and SKGF.

In January 2013, the court also dismissed with prejudice two of the three theories Qualcomm asserted in support of its claims of inequitable conduct. Furthermore, Qualcomm’s affirmative defenses of inequitable conduct and unclean hands were stricken by the court. In April 2013, Qualcomm filed an amended Counterclaim which dropped the remaining claims against us that related to inequitable conduct.

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Maxtak Capital Advisors LLC vs. ParkerVision

On December 28, 2011, Maxtak Capital Advisors LLC, Maxtak Partners LP and David Greenbaum (the “Plaintiffs”) filed a complaint in the United States District Court of New Jersey against us, our chief executive officer, Jeffrey Parker and one of our directors, Robert Sterne, alleging common law fraud and negligent misrepresentation of material facts concerning the effectiveness of our technology and our success in securing customers.  The Plaintiffs are seeking unspecified damages, including attorneys’ fees and costs.  In October 2012, the court granted our motion to transfer the case to the Middle District of Florida.  In May 2013, the court denied our motion to dismiss.  Discovery is ongoing in this case with a discovery cut-off date of July 1, 2014 and a trial date commencing February 2, 2015.  We believe this matter is without merit, and we do not believe it is probable that this case will have a material adverse effect on our financial position, results of operations or liquidity.

12. RELATED-PARTY TRANSACTIONS

We paid approximately $587,000, $906,000, and $784,000, in 2013, 2012, and 2011, respectively, for patent-related legal services to a law firm, of which Robert Sterne, one of our directors since September 2006, is a partner.

On September 19, 2012 we sold 300,000 shares of our common stock to entities controlled by Messrs. Austin W. Marxe and David M. Greenhouse (“Marxe and Greenhouse Entities”) at a price of $2.30 per share in an offering off our September 2012 Shelf.  On April 18, 2012 we sold 2,857,143 shares of our common stock to Marxe and Greenhouse Entities at a price of $1.05 per share in an offering off our September 2009 Shelf.  Messrs. Marxe and Greenhouse are considered related parties under the rules of NASDAQ as they were beneficial owners of more than 5% of our outstanding stock at the time of the transactions.

On September 14, 2011, we sold 500,000 shares of our common stock to Wellington Management Company, LLP (“Wellington”) at a price of $0.88 per share in an offering off our September 2009 Shelf.  On March 30, 2011 we sold 1,200,000 shares of our common stock to Wellington at a price of $0.71 per share in an offering off our September 2009 Shelf.  On November 19, 2010, we sold 2,829,520 shares of our common stock to Wellington at a price of $0.42 per share in an offering off our January 2009 Shelf.  Wellington was considered a related party under the rules of NASDAQ as it was a beneficial owner of more than 5% of our outstanding stock at the time of the transactions.

13. CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject us to a concentration of credit risk principally consist of cash and cash equivalents and our available for sale securities.  Cash and cash equivalents are primarily held in bank accounts and overnight investments.  At times our cash balances on deposit with banks may exceed the balance insured by the F.D.I.C.

Our available for sale securities are held in accounts with brokerage institutions and consist of mutual funds invested primarily in short-term municipal securities.   We maintain our investments with what management believes to be quality financial institutions and while we limit the amount of credit exposure to any one institution, we could be subject to credit risks from concentration of investments in a single fund as well as credit risks arising from adverse conditions in the financial markets as a whole.

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14. FAIR VALUE MEASUREMENTS

We have determined the estimated fair value amounts of our financial instruments using available market information.  Our assets that are measured at fair value on a recurring basis included in our balance sheet at December 31, 2013 and 2012 are:

			Fair Value Measurements
	Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2013:
Available for sale securities:
Municipal bond
mutual funds	$	16,957,489	$	16,957,489	$	0	$	0
December 31, 2012:
Available for sale securities:
Municipal bond
mutual funds	$	8,041,904	$	8,041,904	$	0	$	0

15.  QUARTERLY FINANCIAL DATA (UNAUDITED)

The quarterly financial data presented below is in thousands except for per share data:

	For the three months ended
	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013
Revenues	$	0		$	0		$	0		$	0
Gross margin		0			0			0			0
Net loss		(6,462	)		(7,127	)		(6,424	)		(7,859	)
Basic and diluted net loss per common share	$	(0.08	)	$	(0.08	)	$	(0.07	)	$	(0.08	)

	For the three months ended
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012
Revenues	$	0		$	0		$	0		$	0
Gross margin		0			0			0			0
Net loss		(4,068	)		(5,061	)		(5,019	)		(6,174	)
Basic and diluted net loss per common share	$	(0.06	)	$	(0.07	)	$	(0.06	)	$	(0.07	)

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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

Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and forms of the SEC.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosures.  Our management, with the participation of our chief executive officer and our chief financial officer, has evaluated the effectiveness of our “disclosure controls and procedures,” as defined by the SEC as of December 31, 2013.

Based on such evaluation, our chief executive officer and our chief financial officer have concluded that as of December 31, 2013, our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Under Rules 13a-15(f) and 15d-15(f) of the Exchange Act, “internal control over financial reporting’’ is defined as a process designed by, or under the supervision of, our chief executive officer and our chief financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect our transactions and our dispositions of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting; provide reasonable assurance  that receipts and expenditures of the company are made only in accordance with authorizations of management and directors; and provide reasonable assurance regarding the prevention or the timely detection of the unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on our 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 and procedures may deteriorate.

Management, with the participation of our chief executive officer and our chief financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2013 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in  Internal Control—Integrated Framework (1992) . Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2013.

PricewaterhouseCoopers LLP, the independent registered certified public accounting firm that audited the financial statements included in this Form 10-K, has also audited the effectiveness of our internal control over financial reporting as stated in their report which is included in Item 8.

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Changes in Internal Control over Financial Reporting

During the fiscal quarter ended December 31, 2013, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information.

In accordance with and satisfaction of the requirements of Form 8-K, we include the following disclosure:

On March 17, 2014, we issued a press release announcing our results of operations and financial condition for the fourth quarter and year ended December 31, 2013.  The press release is attached hereto as Exhibit 99.1.

The foregoing information, including the exhibit related thereto, is furnished in response to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Registrant, except as shall be expressly set forth by specific reference in such document.

On March 13, 2014, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an affiliate of MSDC Management, L.P. and Falcon Fund, Ltd. (the “Investors”), pursuant to which the Company will sell to the Investors an aggregate of 2,666,666 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), for $4.50 per Share, or gross proceeds of $11,999,997 (the “Offering”). The total number of shares that are subject to the Purchase Agreement represent 2.8% of the issued and outstanding shares of Common Stock immediately prior to the entry into the Purchase Agreement. The Company intends to use the net proceeds of the Offering for working capital purposes.  The Offering closed on the same date.

The Purchase Agreement contains customary representations and warranties and covenants of the Company.  Under the Purchase Agreement, the Company has agreed to indemnify the Investors for liabilities arising out of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by the Company in the Purchase Agreement or related documents or (ii) any action instituted against an Investor by any of the Company’s shareholders (other than shareholders who are affiliated with such Investor) with respect to the Offering, subject to certain exceptions.

In addition, under the Purchase Agreement, the Company has agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) with the Investors at the closing of the Offering. Pursuant to the Registration Rights Agreement, the Company will register the Shares under the Securities Act of 1933, as amended, for resale by the Investors. The Company has committed to file the registration statement by the 30th calendar day following the closing and to cause the registration statement to become effective by the 90th calendar day following the closing (or, in the event of a “full review” by the Securities and Exchange Commission, the 120th calendar day following the closing). However, if the Company is notified by the Securities and Exchange Commission that the registration statement will not be reviewed or is no longer subject to further review and comments, the Company will cause the registration statement to become effective on the fifth trading day following such notice. The Registration Rights Agreement provides for liquidated damages upon the occurrence of certain events, including failure by the Company to the file the registration statement or cause it to become effective by the deadlines set forth above. The amount of the liquidated damages is 1.0% of the aggregate subscription amount paid by an Investor for the Shares affected by the event that are still held by the Investor upon the occurrence of the event, and monthly thereafter, up to a maximum of 6.0%.

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The Common Stock was offered and sold solely to accredited investors on a private placement basis under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

The foregoing summaries of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the agreements, which are attached as Exhibits 10.22 and 10.23, respectively, to this Form 10-K and are incorporated herein by reference.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated by reference to our Definitive Proxy Statement to be filed with the Commission in connection with our 2014 Annual Meeting of Shareholders no later than 120 days after the end of the fiscal year covered by this report (our “2014 Proxy Statement”).

Item 11. Executive Compensation.

The information required by this item is incorporated by reference to our 2014 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is incorporated by reference to our 2014 Proxy Statement.

Item 13. Certain Relationships and Related Transactions and Director Independence.

The information required by this item is incorporated by reference to our 2014 Proxy Statement.

Item 14.  Principal Accountant Fees and Services.

The information required by this item is incorporated by reference to our 2014 Proxy Statement.

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PART IV

Item 15. Exhibits and Financial Statement Schedule.

(a) Documents filed as part of this report:

(1) Financial statements:

Balance Sheets - December 31, 2013 and 2012

Statements of Comprehensive Loss - for the years ended December 31, 2013, 2012, and 2011

Statements of Shareholders’ Equity - for the years ended December 31, 2013, 2012, and 2011

Statements of Cash Flows - for the years ended December 31, 2013, 2012, and 2011

Notes to Financial Statements - December 31, 2013, 2012, and 2011

(2) Financial statement schedules:

Schedule II – Valuation and Qualifying Accounts

Schedules other than those listed have been omitted since they are either not required, not applicable or the information is otherwise included.

(3) Exhibits.

Exhibit Number	Description
3.1	Articles of Incorporation, as amended (incorporated by reference from Exhibit 3.1 of Registration Statement No. 33-70588-A)
3.2	Amendment to Amended Articles of Incorporation dated March 6, 2000 (incorporated by reference from Exhibit 3.2 of Annual Report on Form 10-K for the year ended December 31, 1999)
3.3	Bylaws, as amended (incorporated by reference from Exhibit 3.2 of Annual Report on Form 10-K for the year ended December 31, 1998)
3.4	Amendment to Certificate of Incorporation dated July 17, 2000 (incorporated by reference from Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)

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3.5	Certificate of Designations of the Preferences, Limitations and Relative Rights of Series E Preferred Stock (incorporated by reference from Exhibit 4.02 of Form 8-K dated November 21, 2005)
3.6	Amended and Restated Bylaws (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed August 14, 2007)
3.7	Articles of Amendment to Articles of Incorporation, dated October 3, 2012 (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed October 4, 2012
3.8	Articles of Amendment to Articles of Incorporation, dated July 11, 2013 (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed July 12, 2013
4.1	Form of common stock certificate (incorporated by reference from Exhibit 4.1 of Registration Statement No. 33-70588-A)
4.2	Shareholder Protection Rights Agreement between the Registrant and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference from Exhibit 4.01 of Form 8-K dated November 21, 2005)
4.3	Form of Rights Certificate pursuant to Shareholder Protection Rights Agreement (incorporated by reference from Exhibit 4.03 of Form 8-K dated November 21, 2005)
4.4	Form of Warrant Certificate (incorporated by reference from Exhibit 4.1 of Form 8-K dated October 28, 2010)
4.5	Form of Warrant Agreement between Registrant and American Stock Transfer and Trust Company, LLC (incorporated by reference from Exhibit 4.2 of Form 8-K dated October 28, 2010)
4.6	Form of Warrant (incorporated by reference from Exhibit 4.1 of Form 8-K dated March 25, 2011)
10.1	2000 Performance Equity Plan (incorporated by reference from Exhibit 10.11 of Registration Statement No. 333-43452) **
10.2	Form of 2002 Indemnification Agreement for Directors and Officers (incorporated by reference from Exhibit 10.1 of Quarterly Report on Form 10-Q for the period ended September 30, 2002) **
10.3	Standard Form of Employee Option Agreement (incorporated by reference from Exhibit 4.11 of Annual Report on Form 10-K for the year ended December 31, 2006)**
10.4	Engineering Services Agreement, dated May 2, 2007, between Registrant and ITT Corporation (incorporated by reference from Exhibit 10.1 on Form 10-Q for the period ended June 30, 2007)***
10.5	License Agreement, dated May 2, 2007, between Registrant and ITT Corporation (incorporated by reference from Exhibit 10.2 on Form 10-Q for the period ended June 30, 2007)***
10.6	2008 Equity Incentive Plan (Non-Named Executives), as amended (incorporated by reference from Exhibit 4.1 of Form S-8 dated October 24, 2008) **

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10.7	Form of Restricted Stock Unit Agreement between Registrant and Executives (incorporated by reference from Exhibit 10.6 on Form 8-K dated June 4, 2008) **
10.8	2011 Long-Term Incentive Equity Plan (incorporated by reference from Exhibit 4.1 of Form S-8 dated November 18, 2011) **
10.9	Employment Agreement between Registrant and Jeffrey Parker dated June 6, 2012 (incorporated by reference from Exhibit 10.1 on Form 8-K dated June 6, 2012) **
10.10	Employment Agreement between Registrant and Cynthia Poehlman dated June 6, 2012 (incorporated by reference from Exhibit 10.2 on Form 8-K dated June 6, 2012) **
10.11	Employment Agreement between Registrant and David Sorrells dated June 6, 2012 (incorporated by reference from Exhibit 10.3 on Form 8-K dated June 6, 2012) **
10.12	Employment Agreement between Registrant and John Stuckey dated June 6, 2012 (incorporated by reference from Exhibit 10.4 on Form 8-K dated June 6, 2012) **
10.13	Form of Securities Purchase Agreement dated March 24, 2011 between Registrant and each of the investors in the March 2011 registered direct offering (incorporated by reference from Exhibit 10.1 of Form 8-K dated March 25, 2011)
10.14	Form of Securities Purchase Agreement dated September 9, 2011 between Registrant and the purchasers identified on the signature pages thereto (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K filed on September 9, 2011)
10.15	Form of Securities Purchase Agreement dated April 13, 2012 between Registrant and the purchasers identified on the signature pages thereto (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K filed on April 13, 2012
10.16	Form of Securities Purchase Agreement dated September 14, 2012 between Registrant and the purchasers identified on the signature pages thereto (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K filed on September 14, 2012)
10.17	Underwriting Agreement, dated March 21, 2013, between Registrant and Ladenburg Thalmann & Co. Inc. (incorporated by reference from Exhibit 1.1 of Current Report on Form 8-K filed March 21, 2013)
10.18	Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed August 2, 2013)
10.19	List of Investors (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed August 2, 2013)
10.20	Form of Registration Rights Agreement (incorporated by reference from Exhibit A to Exhibit 10.1 of Current Report on Form 8-K filed August 2, 2013)
10.21	ParkerVision, Inc. Performance Bonus Plan (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed July 12, 2013)
10.22	Form of Securities Purchase Agreement dated March 13, 2014*

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10.23	Form of Registration Rights Agreement dated March 13, 2014*
23.1	Consent of PricewaterhouseCoopers LLP*
31.1	Rule 13a-14 and 15d-14 Certification of Jeffrey L. Parker*
31.2	Rule 13a-14 and 15d-14 Certification of Cynthia L. Poehlman*
32.1	Section 1350 Certification of Jeffrey L. Parker and Cynthia L. Poehlman*
99.1	Earnings Press Release*

101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

* Filed herewith

** Management contract or compensatory plan or arrangement.

*** Portions of these exhibits have been omitted pursuant to a request for confidential treatment

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SIGNATURES

Pursuant to the requirements of Section 13 of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:   March 17, 2014

PARKERVISION, INC.
By:	/s/ Jeffrey L. Parker
	Jeffrey L. Parker
	Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title	Date
By:	/s/ Jeffrey L. Parker	Chief Executive Officer and	March 17, 2014
	Jeffrey L. Parker	Chairman of the Board (Principal
		Executive Officer)
By:	/s/ Cynthia L. Poehlman	Chief Financial Officer (Principal	March 17, 2014
	Cynthia L. Poehlman	Financial Officer and Principal
		Accounting Officer) and Corporate
By:	/s/ David F. Sorrells	Chief Technology Officer	March 17, 2014
	David F. Sorrells	and Director
By:	/s/ William A. Hightower	Director	March 17, 2014
	William A. Hightower
By:	/s/ John Metcalf	Director	March 17, 2014
	John Metcalf
By:	/s/ Robert G. Sterne	Director	March 17, 2014
	Robert G. Sterne
By:	/s/ Nam P. Suh	Director	March 17, 2014
	Nam P. Suh
By:	/s/ Papken S. der Torossian	Director	March 17, 2014
	Papken S. der Torossian

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SCHEDULE II

PARKERVISION, INC. AND SUBSIDIARY

VALUATION AND QUALIFYING ACCOUNTS

Valuation Allowance for Income Taxes	Balance at Beginning of Period		Provision		Write-Offs			Balance at End of Period
Year ended December 31, 2011	$	88,804,628		5,722,492		(1,934,149	)		92,592,971
Year ended December 31, 2012		92,592,971		7,640,454		(2,226,498	)		98,006,927
Year ended December 31, 2013		98,006,927		10,648,966		(706,055	)		107,949,839

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EXHIBIT INDEX

10.22	Form of Registration Rights Agreement dated March 13, 2014
10.23	Form of Securities Purchase Agreement dated March 13, 2014
23.1	Consent of PricewaterhouseCoopers LLP
31.1	Rule 13a-14 and 15d-14 Certification of Jeffrey L. Parker
31.2	Rule 13a-14 and 15d-14 Certification of Cynthia L. Poehlman
32.1	Section 1350 Certification of Jeffrey L. Parker and Cynthia L. Poehlman
99.1	Earnings Press Release
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Definition Extension Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

57

EX-10.22

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 13, 2014, between Parkervision, Inc., a Florida corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agrees as follows:

1.           Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

“Effectiveness Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th calendar day following the date hereof (or, in the event of a “full review” by the Commission, the 120th calendar day following the date hereof) and with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 90th calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full review” by the Commission, the 120th calendar day following the date such additional Registration Statement is required to be filed hereunder); provided, however, that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Event” shall have the meaning set forth in Section 2(d).

“Event Date” shall have the meaning set forth in Section 2(d).

1

“Filing Date” means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day following the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Initial Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Losses” shall have the meaning set forth in Section 5(a).

“Plan of Distribution” shall have the meaning set forth in Section 2(a).

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means, as of any date of determination, (a) all Shares and (b) any securities issued or then issuable upon any stock split, dividend or other distribution,  recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) if (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders, as reasonably determined by the Company, upon the advice of counsel to the Company.

2

“Registration Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

 “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Selling Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).

“SEC Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act and the rules and regulations promulgated thereunder.

2.           Shelf Registration.

(a)           On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.  Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A.  Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”).  The Company shall request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day.   The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement.  The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424.  Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).

3

(b)           Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e), with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

(c)           Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:

4

a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and

b. Second, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders).

In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment.  In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.

(d)           If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period or (vi) any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Registrable Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i), (iv) and (vi), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then except during any period of time in which the Holders may sell the Registrable Securities pursuant to Rule 144 without volume limitations, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement with respect to the Registrable Securities affected by such Event and held by such Holder on such Event Date or monthly anniversary thereof, up to a maximum of 6.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for such Registrable Securities. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.  The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

5

(e)           If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

3.           Registration Procedures.

In connection with the Company’s registration obligations hereunder, the Company shall:

(a)           Not less than two (2) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. Notwithstanding the above, the Company shall not be obligated to provide the Holders advance copies of any universal shelf registration statement registering securities in addition to those required hereunder, or any Prospectus prepared thereto.  The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than two (2) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

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(b)           (i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

(c)           If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.

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(d)           Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.

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(e)           Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f)           Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.

(g)           Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h)           The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder, and the Company shall pay the filing fee required by such filing within two (2) Business Days of request therefor.

(i)           Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(j)           If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.

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(k)           Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus.  The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.  The Company shall be entitled to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of liquidated damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.

(l)           Comply with all applicable rules and regulations of the Commission.

(m)         The Company shall use its best efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities.

(n)           The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

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4.           Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) if not previously paid by the Company in connection with an issuer filing under FINRA Rule 5110, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.  In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.  In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

5.           Indemnification.

(a)           Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d).  The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(h).

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(b)           Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d).  In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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(c)           Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party).  The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

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Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

(d)           Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute pursuant to this Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

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  The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6.            Miscellaneous.

(a)           Remedies.  In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement.  Each of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b)           No Piggyback on Registrations; Prohibition on Filing Other Registration Statements.  Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities.  The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

(c)           Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement.

(d)           Discontinued Disposition.  By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.  The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.  The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

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(e)           Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement.

(f)           Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of a majority of the then outstanding Registrable Securities.  If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first  sentence of this Section 6(f). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

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(g)           Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

(h)           Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities.  Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement.

(i)           No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  Neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

(j)           Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(k)           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.

(l)            Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(m)           Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

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(n)           Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(o)           Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not asset any such claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder.  It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.

********************

(Signature Pages Follow)

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               IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

PARKERVISION, INC.
By:
	Name:
	Title:

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

[SIGNATURE PAGE OF HOLDERS TO PRKR RRA]

Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________

[SIGNATURE PAGES CONTINUE]

[SIGNATURE PAGE OF HOLDERS TO PRKR RRA]

Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________

Annex A

Plan of Distribution

Each Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions.  These sales may be at fixed or negotiated prices.  A Selling Stockholder may use any one or more of the following methods when selling securities:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· settlement of short sales;

· in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

· through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

· a combination of any such methods of sale; or

· any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales.  Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume.  The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities.  The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.  In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.  Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities.  The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder.  In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect.  The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

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Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.  In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Stockholders or any other person.  We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

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Annex B

PARKERVISION, INC.

Selling Stockholder Notice and Questionnaire

The undersigned beneficial owner of common stock (the “Registrable Securities”) of Parkervision, Inc., a Florida corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed.  A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.  All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus.  Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1.  Name.

(a) Full Legal Name of Selling Stockholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

(c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

2.  Address for Notices to Selling Stockholder:

Telephone:

Fax:

Contact Person:

3.  Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes   [   ]                      No   [   ]

(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes   [   ]                      No   [   ]

Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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(c) Are you an affiliate of a broker-dealer?

Yes   [   ]                      No   [   ]

(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes   [   ]                      No   [   ]

Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

4.  Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.

Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase Agreement.

(a) Type and Amount of other securities beneficially owned by the Selling Stockholder:

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5.  Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.  The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Date:	Beneficial Owner:
	By:
		Name:
		Title:

PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

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EX-10.23

EXECUTION COPY

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of March 13, 2014, between Parkervision, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1           Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Action” shall have the meaning ascribed to such term in Section 3.1(i).

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing” means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

“Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Shares have been satisfied or waived.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into.

“Common Stock Equivalents” means any securities of the Company or any subsidiary which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company Counsel” means Graubard Miller, with offices located at The Chrysler Building, 405 Lexington Avenue, New York, New York 10174.

“Disclosure Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“Discussion Time” shall have the meaning ascribed to such term in Section 3.2(f).

“Effective Date” means the date that the initial Registration Statement filed by the Company pursuant to the Registration Rights Agreement is first declared effective by the Commission.

 “Evaluation Date” shall have the meaning ascribed to such term in Section 3.1(q).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

“GAAP” shall have the meaning ascribed to such term in Section 3.1(g).

“Indebtedness” shall have the meaning ascribed to such term in Section 3.1(y).

“Intellectual Property” shall have the meaning ascribed to such term in Section 3.1(n).

“Legend Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).

“Lien” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” shall have the meaning assigned to such term in Section 3.1(a).

“Material Permits” shall have the meaning ascribed to such term in Section 3.1(l).

“Per Share Purchase Price” equals $4.50, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Purchaser Party” shall have the meaning ascribed to such term in Section 4.8.

“Registration Rights Agreement” means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit A attached hereto.

“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Shares.

“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(d).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“SEC Reports” shall have the meaning ascribed to such term in Section 3.1(g).

“Securities” means the Shares.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares” means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

“Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.

“Transaction Documents” means this Agreement, the Registration Rights Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer Agent” means American Stock Transfer and Trust Company, the current transfer agent of the Company, with a mailing address of 6201 15th Avenue, Brooklyn, NY 11219, and any successor transfer agent of the Company.

ARTICLE II.

PURCHASE AND SALE

2.1           Closing.  On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $12,000,000 of Shares.  Each Purchaser shall deliver to Company via wire transfer of immediately available funds equal to its Subscription Amount and the Company shall deliver to each Purchaser its respective Shares, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.  Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.

2.2        Deliveries.

(a)        On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i)           this Agreement duly executed by the Company;

(ii)          a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; and

(iii)          a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and

(iv)          the Registration Rights Agreement duly executed by the Company.

(b)        On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i)           this Agreement duly executed by such Purchaser; and

(ii)          such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and

(iii)         the Registration Rights Agreement duly executed by such Purchaser.

2.3        Closing Conditions.

(a)        The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)           the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein);

(ii)           all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and

(iii)          the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b)        The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i)           the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);

(ii)           all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii)          the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv)          there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(v)          from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1        Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

(a)        Subsidiaries; Organization and Qualification.  The Company has no subsidiaries. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation or default of any of the provisions of its articles of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”), and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b)           Authorization; Enforcement.  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(c)           No Conflicts.  The execution, delivery and performance of the Transaction Documents by the Company, the issuance and sale of the Securities and the consummation by the Company of the other transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(d)           Filings, Consents and Approvals.  The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) such filings, if any, as are required to be made under applicable Federal and state securities laws, including the filings required pursuant to Section 4.4, the filing with the Commission of a registration statement and the filing with the Commission of a Form D, and (ii) such notices or applications, if any, as are required to be given or made to the Trading Market for the issuance and sale of the Securities and the listing of the Securities for trading thereon (the “Required Approvals”).

(e)           Issuance of the Securities.  The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.  The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement.

(f)           Capitalization.  The capitalization of the Company is as set forth in the SEC Reports and Schedule 3.1(f) of the Disclosure Schedules. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options and the vesting of restricted stock units under the Company’s equity incentive plans and pursuant to the conversion or exercise or exchange of Common Stock Equivalents. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in any transaction pertaining to the Company’s capital stock. Except as set forth in the SEC Reports or Schedule 3.1(f) of the Disclosure Schedules, and except for outstanding awards under the Company’s equity incentive plans, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(g)          SEC Reports; Financial Statements.  The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials filed prior to the date hereof, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(h)           Material Changes; Undisclosed Events, Liabilities or Developments.  Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, except in connection with the payment of the exercise price of, or withholding taxes for, awards under the Company’s equity incentive plans, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to the Company’s existing equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists with respect to the Company or its business, properties, operations, financial condition or prospects that would be required to be publicly disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.

(i)           Litigation.  Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, Proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. To the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act.

(j)           Labor Relations.  No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s employees is a member of a union that relates to such employee’s relationship with the Company, and the Company is not a party to a collective bargaining agreement, and the Company believes that its relationship with its employees is good. No executive officer of the Company, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing matters. The Company is in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(k)           Compliance.  The Company (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Company received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation of any judgment, decree or order of any court, arbitrator or other governmental authority, or (iii) is not and has not been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not reasonably be expected to result in a Material Adverse Effect.

(l)           Regulatory Permits.  The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its business as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and the Company has not received any notice of proceedings relating to the revocation or modification of any Material Permit.

(m)           Title to Assets.  The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Company, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with which the Company is in compliance.

(n)           Intellectual Property.  The Company owns, possesses, or can acquire on reasonable terms, all Intellectual Property necessary for the conduct of its business as now conducted or as described in the SEC Reports to be conducted, except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Except as set forth in the SEC Reports, (i) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (ii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) the Intellectual Property owned by the Company and to the knowledge of the Company, the Intellectual Property licensed to the Company has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, the Company has not received any written notice of such claim, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (v) to the Company’s knowledge, no employee of the Company is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or actions undertaken by the employee while employed with the Company, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property.

(o)           Insurance.  The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company is engaged, including, but not limited to, directors and officers insurance coverage. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(p)           Transactions With Affiliates and Employees.  Except as set forth in the SEC Reports, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including equity awards under any equity incentive plans of the Company.

(q)           Sarbanes-Oxley.  The Company is in compliance with any and all requirements of the Sarbanes-Oxley Act of 2002 that are applicable to the Company, and any and all rules and regulations promulgated by the Commission thereunder, that are applicable to the Company and effective as of the date hereof and as of the Closing Date. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company.

(r)           Certain Fees.  No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(s)           Trading Market Rules. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

(t)           Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(u)           Registration Rights.  Other than with respect to the Company’s existing registration statements filed under the Securities Act, or as otherwise disclosed in the SEC Reports, and other than each of the Purchasers, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

(v)           Listing and Maintenance Requirements.  The Company’s Common Stock is registered pursuant to Section 12(b) of the Exchange Act. Except as disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been quoted to the effect that the Company is not in compliance with the maintenance requirements of such Trading Market, and the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such maintenance requirements.

(w)           Application of Takeover Protections.  The Company and its Board of Directors have taken all actions within their power, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(x)           No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act, which would require registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated, except to the extent that such integration would not require the Company to obtain shareholder approval for the offer and sale of the Securities under the rules of such Trading Market.

(y)           Solvency.  As of the date hereof and as of the Closing Date after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the Company’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature; and (ii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction. The SEC Reports set forth as of the dates thereof all outstanding secured and unsecured Indebtedness (as defined below) of the Company, or for which the Company has commitments. For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. The Company is not in default with respect to any Indebtedness.

(z)           Disclosure.  The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information, except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which material terms and conditions shall be fully disclosed pursuant to Section 4.4 hereof. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in the securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company, its business and the transactions contemplated hereby, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(aa)           Tax Status.  Except for matters that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company (i) has made or filed all necessary federal, state, foreign and local income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

(bb)           Foreign Corrupt Practices.  Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on their behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(cc)           Accountants.  The Company’s accounting firm is PricewaterhouseCoopers LLP.  To the knowledge of the Company, such accountants, who the Company expects will express their opinion with respect to the financial statements to be included in the Company’s next Annual Report on Form 10-K, are a registered public accounting firm as required by the Securities Act.

(dd)           Acknowledgment Regarding Purchasers’ Purchase of Securities.  The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(ee)           Acknowledgement Regarding Purchaser’s Trading Activity.  Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(ff)           Regulation M Compliance.  During the applicable restricted period as defined in Regulation M, the Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

(gg)           Approvals. The issuance and quotation of the Shares on the Trading Market requires no further approvals, including but not limited to, the approval of shareholders.

(hh)           Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.

(ii)            No General Solicitation.  Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising.  The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(jj)           Form S-3 Eligibility. The Company is eligible to register the resale of the Securities by the Purchasers on Form S-3 promulgated under the Securities Act.

3.2        Representations and Warranties of the Purchasers.  Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):

(a)           Organization; Authority.  If such Purchaser is an entity, such purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. If such Purchaser is an entity, the execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of such Purchaser.  Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)           Own Account.  Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law.  Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

(c)           Purchaser Status.  At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, it will be an “accredited investor” as defined in Rule 501 under the Securities Act.  Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.  Such Purchaser and its Affiliates beneficially own less than 5% of the Company’s outstanding Common Stock.

(d)           Experience of Such Purchaser.  Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment.  Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e)           General Solicitation.  Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(f)           Short Sales and Confidentiality Prior To The Date Hereof.  Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing March 5, 2014 until the date hereof (“Discussion Time”).  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.  Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1        Transfer Restrictions.

(a)           The Securities may only be disposed of in compliance with state and federal securities laws.  In connection with any transfer of Securities other than pursuant to an effective registration statement filed under the Securities Act or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.  As a condition of such transfer, the transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.

(b)           The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:

THIS SECURITY HAS NOT BEEN  REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.  THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and the Registration Rights Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties.  Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith.  Further, no notice shall be required of such pledge.  At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders (as defined in the Registration Rights Agreement) thereunder.

(c)           Certificates evidencing the Securities shall not contain any legend (including the legend set forth in Section 4.1(b) hereof), (i) following any sale of such Securities pursuant to Rule 144 or pursuant to an effective registration statement filed under the Securities Act, (ii) if such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions, or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).  The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date, if required by the Transfer Agent to effect the removal of the legend hereunder.  The Company agrees that, at such time as such legend is no longer required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by a Purchaser to the Transfer Agent of a certificate representing Securities issued with a restrictive legend, together with such documents or instruments as may be required by the Transfer Agent (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends.  The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.  Certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

(d)           In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Shares (based on the VWAP of the Common Stock on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $5 per Trading Day (increasing to $10 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the 6th Trading Day following the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

(e)           Each Purchaser, severally and not jointly with the other Purchasers, agrees that such Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement under the Securities Act, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.

4.2           Furnishing of Information; Public Information.  If the Common Stock is not registered under Section 12(b) or 12(g) of the Exchange Act on the date hereof, the Company agrees to cause the Common Stock to be registered under Section 12(g) of the Exchange Act on or before the 60th calendar day following the date hereof. Until the earlier of the time that no Purchaser owns Securities and the second anniversary of the date of this Agreement, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act.  As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information, if any, as is required for the Purchasers to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration under the Securities Act within the requirements of the exemption provided by Rule 144.

4.3           Integration.  The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Purchasers in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4           Securities Laws Disclosure; Publicity.  The Company shall, (i) by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release, disclosing the material terms and conditions of the transactions contemplated hereby and (ii) by 8:30 a.m. (New York City time) on the Trading Day immediately after the Closing Date, issue a press release disclosing the Closing.  Within four (4) business days following the date hereof, the Company will file a Current Report on Form 8-K, or alternatively, its Annual Report on Form 10-K, which discloses the material terms and conditions of the transactions contemplated hereby and includes the Transaction Documents as exhibits to such Current Report or Annual Report. From and after the issuance of the press release in accordance with the first sentence of this Section 4.4, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.  The Company and each Purchaser shall consult with each other in issuing any press releases or making any public statement with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior written consent of the Company, with respect to any press release or public statement of any Purchaser, or without the prior written consent of each Purchaser, with respect to any press release or public statement of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior written notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission; and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of and a copy of such disclosure permitted under clauses (a) and (b) for the Purchasers’ review and comment.

4.5           Shareholder Rights Plan.  No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “acquiring person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents.

4.6           Non-Public Information.  Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information.  The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.7           Use of Proceeds.  The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds for: (a) the satisfaction of any portion of the Company’s Indebtedness (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) the redemption of any Common Stock or Common Stock Equivalents or (c) the settlement of any outstanding litigation.

4.8           Indemnification of Purchasers.   Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Parties, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Parties may have with any such stockholder or any violations by such Purchaser Parties of state or federal securities laws or any conduct by such Purchaser Parties which constitutes fraud, gross negligence, willful misconduct or malfeasance).  If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party; provided, that, the failure of any Purchaser Party to give such notice shall not relieve the Company of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Company.  Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.  The Company shall not, without the prior written consent of a Purchaser Party,effect a settlement of any such action that includes any admission of liability by the Purchaser Party and/or any agreement to non-monetary damages by the Purchaser Party.  The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.

4.9           Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement.

4.10          Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, if required, the Company shall apply to list or quote all of the Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed on such other Trading Market as promptly as possible.  The Company will then take all action reasonably necessary to continue the listing or quotation and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.

4.11          [Intentionally Deleted]

4.12          Subsequent Equity Sales.

    (a)        From the date hereof until the six month anniversary of the Closing, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction.  “Variable Rate Transaction” means a transaction in which the Company issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

    (b)        Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

4.13           Equal Treatment of Purchasers.  No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents.  For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

4.14          Short Sales and Confidentiality After The Date Hereof. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the date hereof and ending at such time the transactions contemplated by this Agreement are first publicly announced as described in Section 4.4.  Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules.  Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its subsidiaries with respect to the transactions contemplated by this Agreement after the issuance of the Current Report on Form 8-K as described in clause (i) of the first sentence of Section 4.4.  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

4.15           Form D; Blue Sky Filings.  The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

4.16           Delivery of Securities After Closing.  The Company shall deliver, or cause to be delivered, the respective Securities purchased by each Purchaser to such Purchaser within 3 Trading Days of the Closing Date.

ARTICLE V.

MISCELLANEOUS

5.1           Termination.  This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before March 31, 2014; provided, however, that such termination will not affect the right of any party to sue for any breach by the other party (or parties).

5.2           Fees and Expenses.  Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.  The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3           Entire Agreement.  The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4           Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail at the facsimile number or electronic mail address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.  The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5           Amendments; Waivers.  No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers holding at least a majority in interest of the Shares then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

5.6           Headings.  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7           Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.  The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger).  Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8           No Third-Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8.

5.9           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.  If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.10           Survival.  The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for the applicable statute of limitations.

5.11           Execution.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

5.12           Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13           Rescission and Withdrawal Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

5.14           Replacement of Securities.  If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction.  The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15           Remedies.  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents.  The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agrees to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.16           Payment Set Aside.  To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

5.17           Independent Nature of Purchasers’ Obligations and Rights.  The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document.  Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.  Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.  Each Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents.  The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Purchasers.

5.18           Liquidated Damages.  The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

5.19           Saturdays, Sundays, Holidays, etc.    If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.20           Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.21           WAIVER OF JURY TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

PARKERVISION, INC.		Address for Notice: 7915 Baymeadows Way Suite 400 Jacksonville, FL  32256 Fax: (904) 732-6100 cpoehlman@parkervision.com
By:
Name:	Cynthia Poehlman
Title:	Chief Financial Officer

With a copy to (which shall not constitute notice):

Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11th Floor

New York, NY  10174

Attention: David Alan Miller, Esq.

Fax: (212) 818-8881

dmiller@graubard.com

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[PURCHASER SIGNATURE PAGES FOLLOW]

[PURCHASER SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser:___________________________________________________________________________________________

Signature of Authorized Signatory of Purchaser:____________________________________________________________________

Name of Authorized Signatory:___________________________________________________________________________________

Title of Authorized Signatory:_____________________________________________________________________________________

Email Address of Authorized Signatory:_____________________________________________________________________________

Facsimile Number of Authorized Signatory:__________________________________________________________________________

Address for Notice of Purchaser:_________________________________________________________________________________

Address for Delivery of Securities for Purchaser (if not same as address for notice):

Subscription Amount: $_________________

Shares: _________________

[PURCHASER SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser:___________________________________________________________________________________________

Signature of Authorized Signatory of Purchaser:____________________________________________________________________

Name of Authorized Signatory:___________________________________________________________________________________

Title of Authorized Signatory:_____________________________________________________________________________________

Email Address of Authorized Signatory:_____________________________________________________________________________

Facsimile Number of Authorized Signatory:__________________________________________________________________________

Address for Notice of Purchaser:_________________________________________________________________________________

Address for Delivery of Securities for Purchaser (if not same as address for notice):

Subscription Amount: $_________________

Shares: _________________

EXHIBIT B

OPINION OF COMPANY COUNSEL

March ___, 2014

To the Investors Named on

    Schedule A attached hereto

Re:     ParkerVision, Inc.

Ladies and Gentlemen:

We have acted as counsel to ParkerVision, Inc., a Florida corporation (the “Company”), in connection with the execution and delivery by the Company of the Securities Purchase Agreement, dated as of March ___, 2014 (the “Agreement”), by and among the Company and the purchasers identified on the signature pages thereto (the “Investors”). This opinion is given to you pursuant to Section 2.2(a)(ii) of the Agreement. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement.

In reaching the opinions set forth herein, we have reviewed copies of the Agreement and the exhibits and schedules thereto, and the other documents referred to therein. We also have examined such certificates of public officials, corporate documents and records and other certificates, opinions, agreements and instruments and have made such other investigations as we have deemed necessary in connection with the opinions hereinafter set forth. As to all questions of fact material to this opinion that have not been independently established, we have relied upon the certificates of officers of the Company and upon the representations and warranties of the Company contained in the Agreement. We have, with your consent, relied only upon our examination of the foregoing documents and certificates and we have made no independent verification of the factual matters set forth in such documents or certificates. We have not examined the book entries for the Shares and understand from the purchasers of the Shares and assume that such purchasers are receiving certificates for the Shares concurrently with the delivery of this opinion.

We have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of the documents submitted to us as certified, fax or photostatic copies and the authenticity of the originals of such latter documents.

With respect to the opinion set forth in Paragraph 1, relating to the Company’s good standing, we have relied entirely and exclusively on a certificate of the Department of State of the State of Florida, dated March 10, 2014, attesting to the continued legal existence and corporate good standing of the Company in Florida. With respect to the opinion set forth in Paragraph 10, we have assumed that the Company will use the proceeds of the offering as described in the Agreement.

Based upon and subject to the foregoing, we are of the opinion that:

1.           The Company is a corporation duly organized, validly existing and in good standing under the laws of Florida. The Company has all requisite corporate power and authority (i) to own and operate its properties and assets and to carry on its business as now conducted (all as described in the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2013), and (ii) to execute, deliver and perform the Transaction Documents, to issue, sell and deliver the Shares pursuant to the Transaction Documents and to carry out and perform its obligations under, and to consummate the transactions contemplated by, the Transaction Documents.

2.           All action on the part of the Company, its directors and its stockholders necessary for the authorization, execution and delivery by the Company of the Transaction Documents, the authorization, issuance, sale and delivery of the Shares pursuant to the Agreement, and the consummation by the Company of the transactions contemplated by the Transaction Documents has been duly taken. The Transaction Documents have been duly and validly executed and delivered by the Company and constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except (i) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity), (ii) the remedies of specific performance and injunctive and other forms of injunctive relief may be subject to equitable defenses, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

3.           The Company has an authorized capitalization as set forth in the SEC Reports and Schedule 3.1(f) of the Disclosure Schedules. To our knowledge, except for rights described in the SEC Reports and Schedule 3.1(f) of the Disclosure Schedules, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire from the Company any capital stock or other securities of the Company, or any other agreements to issue any such securities or rights. The Shares have been duly and validly authorized and reserved for issuance, and when issued against payment therefor in accordance with the Agreement, will be validly issued, fully paid and nonassessable, and free of any preemptive or similar rights arising by operation of law or under the articles of incorporation or bylaws of the Company.

4.           The Company meets the eligibility requirements for the use of Form S-3 for the registration of the Shares for resale.

5.           To our knowledge, the Company has filed all SEC Reports required to be filed by it under Sections 13(a) and 15(d) of the Exchange Act for the period from January 1, 2013 until the date hereof. As of their respective filing dates, the SEC Reports complied in all material respects as to form with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder.

6.           Based in part upon the representations of the Purchasers contained in the Agreement, the Shares may be issued to the Purchasers without registration under the Securities Act of 1933, as amended.

7.           The execution, delivery and performance by the Company of, and the compliance by the Company with the terms of, the Transaction Documents and the issuance, sale and delivery of the Shares pursuant to the Agreement do not (a) conflict with or result in a violation of the articles of incorporation or bylaws or other similar organizational documents of the Company or, to our knowledge, any provision of law, rule or regulation or any rule or  regulation of any Trading Market applicable to the Company, (b) conflict with, result in a breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in or permit the termination or modification of, any agreement, instrument, order, writ, judgment or decree known to us to which the Company is a party or is subject or (c) result in the creation or imposition of any lien, claim or encumbrance on any of the assets or properties of the Company under any agreement known to us, except in (b) and (c) for violations or defaults and breaches that individually or in the aggregate would not have a Material Adverse Effect on the Company.

8.           To our knowledge, except as set forth in the SEC Reports and the Disclosure Schedules, there is no claim, action, suit, proceeding, arbitration, investigation or inquiry, pending or threatened, before any court or governmental or administrative body or agency, or any private arbitration tribunal, against the Company, or any of the officers, directors or employees (in connection with the discharge of their duties as officers, directors and employees), of the Company, or affecting any of its properties or assets, which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.

9.           In connection with the execution, delivery and performance by the Company of the Transaction Documents, or the offer, sale, issuance or delivery of the Shares, or the consummation of the transactions contemplated thereby, no consent, license, permit, waiver, approval or authorization of, or designation, declaration, registration or filing with, any court, governmental or regulatory authority, or self-regulatory organization, is required, except (i) such filings, if any, as are required to be made under applicable Federal and state securities laws, and (ii) such applications or notices as are required to be given or made to The Nasdaq Stock Market, LLC for the issuance and sale of the Shares and the listing of the Shares for trading thereon.

10.          The Company is not, and after the consummation of the transactions contemplated by the Transaction Documents shall not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

No opinion is expressed herein other than as to the laws of the State of New York and the federal securities law of the United States of America. Specifically, we express no opinion with respect to (i) the law of any other state of the United States, and (ii) the law of any foreign country, including any such law governing the issuance of securities in any such country. Where an opinion is referenced to Florida law, or matters that would ordinarily relate to or be governed by Florida law, we have assumed for the purposes of this opinion that the law of Florida is the same as the law of New York State.

Where an opinion is qualified by our knowledge as to a certain matter relating to the Company, knowledge is deemed to be based on the actual knowledge of those attorneys that are currently employed by this firm as of the date of this opinion who have been actively engaged on matters for which we have been employed by the Company.

This opinion is furnished in accordance with the Guidelines for the Preparation of Closing Opinions promulgated by the Section of Business Law of the American Bar Association (February 2002), as supplemented by the Special Report of the Task Force on Securities Law Opinions by the Section of Business Law of the American Bar Association (August 2004), and is to be interpreted in accordance therewith. This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. This opinion letter is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. This opinion may not be relied upon by any person or entity other than you, quoted in whole or in part or otherwise referred to in any report or document, furnished to any other person or entity (other than your legal counsel and employees) or relied upon for any purpose other than in connection with consummating the transactions described herein without our prior written approval.

Very truly yours,

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-161903, 333-156571, 333-149975, 333-58286, 333-106798, 333-110712, 333-108954, 333-123957, 333-132301, 333-141400, 333-183713, and 333-190769) and  Form S-8 (Nos. 333-43452, 333-154740, 333-62497, and 333-89284) of ParkerVision, Inc. of our report dated March 17, 2014 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Jacksonville, Florida

March 17, 2014

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Jeffrey L. Parker, certify that:

1.           I have reviewed this Annual Report on Form 10-K, of ParkerVision, Inc.;

2.           based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons fulfilling the equivalent function):

(a)           all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 17, 2014	Name:	/s/Jeffrey L. Parker
	Title:	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, Cynthia L. Poehlman certify that:

1.           I have reviewed this Annual Report on Form 10-K, of ParkerVision, Inc.;

2.           based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s  most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons fulfilling the equivalent function):

(a)           all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 17, 2014	Name:	/s/Cynthia L. Poehlman
	Title:	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ParkerVision, Inc. (the “Company”) on Form 10-K, for the period ended December 31, 2013 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.           the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Dated: March 17, 2014	Name:	/s/Jeffrey L. Parker
	Title:	Chief Executive Officer
Dated: March 17, 2014	Name:	/s/Cynthia L. Poehlman
	Title:	Chief Financial Officer

EX-99.1

PARKERVISION REPORTS FOURTH QUARTER AND FULL YEAR 2013 RESULTS

Management to Host Conference Call and Webcast Today at 4:30 p.m. ET

JACKSONVILLE, Fla., March 17, 2013 – ParkerVision, Inc. (NASDAQ:PRKR), a developer and marketer of semiconductor technology solutions for wireless applications, today announced results for the three-months and full-year ended December 31, 2013.

Fourth Quarter and 2013 Business Highlights and Recent Developments

· Awarded $172.7 million in damages by an Orlando, Florida jury for Qualcomm’s direct and indirect infringement of four ParkerVision patents.

o Jury determined that Qualcomm infringed all 11 claims of all four asserted patents and for all accused Qualcomm products.

o Jury further determined that all 11 claims were valid.

o Damages are for infringing products shipped in the U.S. only.

o District Court hearing on May 1, 2014 regarding a number of outstanding motions in the case, including the Company’s motions for interest on past damages and motions for an injunction and/or ongoing royalties for Qualcomm’s continued infringement of ParkerVision’s patented technology and Qualcomm’s outstanding motions for judgment as a matter of law on infringement, validity and damages

· Engaged 3LP Advisors LLC (“3LP”) for the management of ParkerVision’s licensing operations.

· Completed the private placement of approximately 2.7 million shares of common stock at $4.50 per share in March 2014, generating net proceeds of approximately $11.9 million and further strengthening the Company’s balance sheet.

· Introduced new RF component solutions targeted at challenging applications that benefit from reduced power consumption along with high dynamic range and high linearity performance within a variety of wireless applications.

· Worldwide patent portfolio grew in 2013 by 14% to a total of 241 issued patents.

o As of December 31, 2013, ParkerVision had 168 U.S. and 73 foreign patents related to RF technologies, and approximately 39 U.S. and foreign patent applications pending.

Jeffrey Parker, Chairman and Chief Executive Officer, commented, “2013 was an important year for ParkerVision. The U.S. District Court jury verdict further paved the way for us to pursue compensation for unauthorized use of our patented RF innovations. We believe there are significant revenue opportunities for our innovations both in product and licensing relationships for use in a vast number of RF applications. We also believe the recent expansion of our relationship with 3LP enhances our product and licensing initiatives, shortens our time to consummate meaningful business relationships, and puts us that much closer to realizing the considerable value of ParkerVision’s technologies. We look forward to the final rulings from the Federal District Court in our Qualcomm litigation and to the opportunities that lie ahead for ParkerVision in 2014.”

Fourth Quarter and Full-Year 2013 Financial Results

· Net loss in the fourth quarter of 2013 was $7.9 million, or $0.08 per common share, as compared to a net loss of $6.2 million, or $0.07 per common share, for the fourth quarter of 2012.

· Net loss for the year ended December 31, 2013 was $27.9 million, or $0.31 per common share, as compared to a net loss of $20.3 million, or $0.27 per common share, for the year ended December 31, 2012.

· Cash used in 2013 was approximately $19.6 million as compared to $15.9 million for 2012. Cash use in 2013 included $18.9 million for operations and $0.7 million invested in patents and other long-lived assets.  The year-over-year increase in cash used was primarily a result of increased litigation fees and expenses.

· The Company generated $27.3 million in cash in 2013 from the sale of equity securities, as well as approximately $1.1 million in cash from the exercise of warrants and options.

· Cash and available for sale securities as of December 31, 2013 was $17.2 million.

Conference Call

The Company will host a conference call and webcast on March 17, 2014 at 4:30 p.m. Eastern to review its fourth quarter and full-year 2013 financial results. The conference call will be accessible by telephone at 1-877-561-2750, at least five minutes before the scheduled start time.  International callers should dial 763-416-8565. The conference call may also be accessed by means of a live webcast on our website at http://ir.parkervision.com/events.cfm. The conference webcast will also be archived and available for replay on our website at www.parkervision.com for a period of 90 days.

About ParkerVision

ParkerVision, Inc. designs, develops and markets its proprietary radio-frequency (RF) technologies that enable advanced wireless solutions for current and next generation communications networks. Protected by a highly-regarded, worldwide patent portfolio, the Company’s solutions for wireless transfer of RF waveforms address the needs of a broad range of wirelessly connected devices for high levels of RF performance coupled with best-in-class power consumption. For more information please visit www.parkervision.com.  (PRKR-I)

Safe Harbor Statement

This press release contains forward-looking information.  Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made.  Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s SEC reports, including the Form 10K for the year ended December 31, 2013. These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected.

Contact:

Cindy Poehlman		Kathy Price
Chief Financial Officer	or	Vice President
ParkerVision, Inc.		The Piacente Group
904-732-6100, cpoehlman@parkervision.com		212-481-2050, parkervision@tpg-ir.com

(TABLES FOLLOW)

ParkerVision, Inc.

Summary of Results of Operations (unaudited)

	Three Months Ended						Year ended
(in thousands, except per share amounts)	December 31,						December 31,
	2013			2012			2013			2012
Service revenue	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross margin		-			-			-			-
Research and development expenses		2,953			2,489			10,406			8,448
Marketing and selling expenses		496			462			1,755			1,638
General and administrative expenses		4,432			3,247			15,788			10,297
Total operating expenses		7,881			6,198			27,949			20,383
Interest and other income and interest expense		22			24			77			61
Net loss	$	(7,859	)	$	(6,174	)	$	(27,872	)	$	(20,322	)
Basic and diluted net loss per common share	$	(0.08	)	$	(0.07	)	$	(0.31	)	$	(0.27	)
Weighted average shares outstanding		92,999			82,887			88,968			75,999

Balance Sheet Highlights

Balance Sheet Highlights (in thousands)

	December 31,		December 31,
	2013		2012
Cash and available for sale securities	$	17,180	$	8,340
Prepaid and other current assets		552		977
Property and equipment, net		307		404
Intangible assets, net		8,552		8,978
Other assets		3		21
Total assets		26,594		18,720
Current liabilities		2,526		2,142
Long term liabilities		22		58
Shareholders’ equity		24,046		16,520
Total liabilities and shareholders’ equity	$	26,594	$	18,720

###

XML

Property And Equipment, Net (Schedule Of Property And Equipment, Net) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property and equipment	$ 9,498,228	$ 9,424,896
Less accumualted depreciation and amortization	(9,190,843)	(9,021,450)
Property, Plant and Equipment, Net, Total	307,385	403,446
Equipment and software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	8,158,454	8,082,091
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	837,377	837,377
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 502,397	$ 505,428

XML

Stock Authorization And Issuance (Details) (USD $)	12 Months Ended																0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Aug. 06, 2013		Mar. 26, 2013		Sep. 19, 2012		Apr. 18, 2012		Sep. 14, 2011		Mar. 30, 2011		Nov. 17, 2005 Series E Preferred Stock [Member]	Mar. 13, 2014 Private Placement [Member] item
Stock Authorization And Issuance [Line Items]
Preferred Stock, Shares Authorized	15,000,000															100,000
Percentage of aggregate purchase price paid of amount due to investor for each thirty day period of registration default	1.00%																1.00%
Registration default, maximum penalty, percentage of aggregate purchase price	6.00%																6.00%
Registration default, maximum penalty amount	$ 839,399																$ 720,000
Sale of common stock, number of shares	93,208,471	82,903,609		3,681,000		4,715,000	[1]	4,382,000		8,139,000		7,800,000		3,332,117	[2]		2,666,666
Sale of stock price per share				$ 3.80		$ 3.25	[1]	$ 2.30		$ 1.05		$ 0.88		$ 0.71	[2]		$ 4.50
Number of accredited investors in private placement																	2
Proceeds from issurance of common stock in private placement																	11,900,000
Percentage of outstanding common stock on an after-issued basis				4.00%	[3]	5.40%	[1],[3]	5.30%	[3]	10.70%	[3]	11.60%	[3]	10.20%	[2],[3]		2.80%
Net proceeds from issuance of common stock in public and private offerings	$ 27,327,975	$ 17,555,674	$ 10,556,754

[1] Ladenburg Thalmann Financial Services Inc. acted as underwriter for the transaction.

[2] Offering included the sale of 3,332,117 shares of common stock at $0.71 per share and 2,691,360 units, each consisting of one share of common stock and three-tenths of a warrant to purchase common stock, at $0.81 per unit. The warrants are exercisable beginning September 30, 2011 and expire on September 30, 2016. The warrants were recorded at their relative fair value of approximately $0.4 million as estimated at their grant date using the Black-Scholes option pricing model (see Note 8)

[3] Calculated on an after-issued basis.

XML

Share Based Compensation (Narrative) (Details) (USD $)	0 Months Ended												12 Months Ended																	12 Months Ended			12 Months Ended								1 Months Ended		12 Months Ended
	Aug. 06, 2013		Mar. 26, 2013		Sep. 19, 2012		Apr. 18, 2012		Sep. 14, 2011		Mar. 30, 2011		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Two Thousand And Eight Equity Incentive Plan [Member]	Dec. 31, 2013 Two Thousand Performance Equity Plan [Member]	Dec. 31, 2013 Two Thousand And Eleven Long Term Incentive Equity Plan [Member]	Dec. 31, 2013 Restricted Stock Award [Member]	Dec. 31, 2012 Restricted Stock Award [Member]	Dec. 31, 2011 Restricted Stock Award [Member]	Dec. 31, 2013 Restricted Stock Award And Restricted Stock Unit [Member] Plan Based [Member]	Dec. 31, 2012 Restricted Stock Award And Restricted Stock Unit [Member] Plan Based [Member]	Dec. 31, 2013 Stock Options [Member] Plan Based [Member]	Dec. 31, 2012 Stock Options [Member] Plan Based [Member]	Dec. 31, 2011 Stock Options [Member] Plan Based [Member]	Dec. 31, 2012 Restricted Stock Units (RSUs) [Member]	Dec. 31, 2013 Restricted Stock Units (RSUs) [Member]	Dec. 31, 2011 Restricted Stock Units (RSUs) [Member]	Dec. 31, 2013 Restricted Stock Units (RSUs) [Member] Non Plan [Member]	Dec. 31, 2011 Restricted Stock Units (RSUs) [Member] Non Plan [Member]	Dec. 31, 2012 Restricted Stock Units (RSUs) [Member] Non Plan [Member]	Dec. 31, 2013 Warrant [Member]	Dec. 31, 2012 Warrant [Member]	Dec. 31, 2013 Warrants And Options [Member]	Dec. 31, 2012 Warrants And Options [Member]	Dec. 31, 2011 Warrants And Options [Member]	Dec. 31, 2013 Warrants And Options [Member] Non Plan [Member]	Dec. 31, 2012 Warrants And Options [Member] Non Plan [Member]	Dec. 31, 2011 Warrants And Options [Member] Non Plan [Member]	Nov. 30, 2013 Consultants [Member] Performance Based Restricted Stock Units [Member] Non Plan [Member]	Nov. 30, 2013 Consultants [Member] Restricted Stock Units (RSUs) [Member] Non Plan [Member]	Dec. 31, 2013 Consultants [Member] Restricted Stock Units (RSUs) [Member] Non Plan [Member]	Dec. 31, 2012 Consultants [Member] Restricted Stock Units (RSUs) [Member] Non Plan [Member]	Dec. 31, 2012 Non Employee [Member] Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, net of estimated forfeitures													$ 4,131,257
Expected weighted average period to recognize the compensation cost, in years													1 year 1 month 6 days
Number of shares authorized																500,000	5,000,000	5,000,000
Number of shares available for grant																8,315	631,134	7,000
Maximum number of shares per employee																50,000	1,000,000	1,500,000
Non-vested shares																			0	0	0	999,050	953,842				1,433,842	1,882,384	1,104,377	883,334		480,000
Non-vested shares, forfeited																			0	0	0	0								0
Vesting period																											3 years																6 months		1 year
Granted, Shares																						259,290								900,000											750,000	150,000
Total share-based expense													6,931,438	3,553,414	1,437,174																29,000												1,912,000	960,000
Issuance of common stock and warrants in private and public offerings, shares																																	1,849,517	2,607,911
Weighted average fair value of option shares granted																								$ 2.53	$ 2.65	$ 0.66
Fair market value of vested shares																								3,285,859	1,404,456	192,959												129,192	166,668	470,383
Vested fair value																							871,417
Intristic value																								648,433	62,945	0									3,038,635	3,831,971	232,269
Net proceeds from exercise of options and warrants	$ 13,000,000	[1]	$ 14,300,000	[1],[2]	$ 9,200,000	[1]	$ 8,300,000	[1]	$ 6,500,000	[1]	$ 4,100,000	[1],[3]	$ 1,147,380	$ 1,381,694	$ 330,938

[1] After deduction of applicable underwriters’ discounts, placement agent fees, and other offering costs.

[2] Ladenburg Thalmann Financial Services Inc. acted as underwriter for the transaction.

[3] Offering included the sale of 3,332,117 shares of common stock at $0.71 per share and 2,691,360 units, each consisting of one share of common stock and three-tenths of a warrant to purchase common stock, at $0.81 per unit. The warrants are exercisable beginning September 30, 2011 and expire on September 30, 2016. The warrants were recorded at their relative fair value of approximately $0.4 million as estimated at their grant date using the Black-Scholes option pricing model (see Note 8)

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Stock Authorization And Issuance (Summary Of Equity Offerings)(Details) (USD $)	0 Months Ended												12 Months Ended
	Aug. 06, 2013		Mar. 26, 2013		Sep. 19, 2012		Apr. 18, 2012		Sep. 14, 2011		Mar. 30, 2011		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Mar. 30, 2013
Equity Offerings [Line Items]
Sale of common stock, number of shares	3,681,000		4,715,000	[1]	4,382,000		8,139,000		7,800,000		3,332,117	[2]	93,208,471	82,903,609
Sale of stock price per share	$ 3.80		$ 3.25	[1]	$ 2.30		$ 1.05		$ 0.88		$ 0.71	[2]
Net Proceeds	$ 13,000,000	[3]	$ 14,300,000	[1],[3]	$ 9,200,000	[3]	$ 8,300,000	[3]	$ 6,500,000	[3]	$ 4,100,000	[2],[3]	$ 1,147,380	$ 1,381,694	$ 330,938
Percentage of outstanding common stock on an after-issued basis	4.00%	[4]	5.40%	[1],[4]	5.30%	[4]	10.70%	[4]	11.60%	[4]	10.20%	[2],[4]
Warrants recorded at fair value											$ 400,000		$ 663,100	$ 1,081,050
Price per unit																$ 0.81
Common Stock Unit [Member]
Equity Offerings [Line Items]
Sale of common stock, number of shares											2,691,360		2,691,000
Sale of stock price per share													$ 0.81
Exercise Price per Warrant													0.88
Shares issued within each unit sold											1
Warrants issued within each unit sold											0.03		807,000

[1] Ladenburg Thalmann Financial Services Inc. acted as underwriter for the transaction.

[2] Offering included the sale of 3,332,117 shares of common stock at $0.71 per share and 2,691,360 units, each consisting of one share of common stock and three-tenths of a warrant to purchase common stock, at $0.81 per unit. The warrants are exercisable beginning September 30, 2011 and expire on September 30, 2016. The warrants were recorded at their relative fair value of approximately $0.4 million as estimated at their grant date using the Black-Scholes option pricing model (see Note 8)

[3] After deduction of applicable underwriters’ discounts, placement agent fees, and other offering costs.

[4] Calculated on an after-issued basis.

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Income Taxes And Tax Status (Schedule of Deferred Tax Assets And Liabilities) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Income Taxes And Tax Status [Abstract]
Net operating loss carry-forward	$ 94,742,725	$ 85,844,921
Research and development credit	7,618,821	7,319,776
Stock compensation	3,548,655	2,882,576
Patents and other	1,828,103	1,770,367
Fixed assets	121,179	125,737
Accrued liabilities	80,204	64,507
Capital loss carry-forward	5,652	38,439
Charitable Contributions	4,500	0
Deferred tax assets, gross	107,949,839	98,046,323
Less valuation allowance	(107,949,839)	(98,006,927)
Deferred tax assets, net	0	39,396
Gains on the cash surrender value of life insurance	0	39,396
Deferred tax liabilities, gross	0	39,396
Net deferred tax asset	$ 0	$ 0

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Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Data [Abstract]

Schedule Of Quaterly Financial Data

The quarterly financial data presented below is in thousands except for per share data:

	For the three months ended
	March 31, 2013		June 30, 2013		September 30, 2013		December 31, 2013
Revenues	$	0	$	0	$	0	$	0
Gross margin		0		0		0		0
Net loss		(6,462)		(7,127)		(6,424)		(7,859)
Basic and diluted net loss per common share	$	(0.08)	$	(0.08)	$	(0.07)	$	(0.08)

	For the three months ended
	March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012
Revenues	$	0	$	0	$	0	$	0
Gross margin		0		0		0		0
Net loss		(4,068)		(5,061)		(5,019)		(6,174)
Basic and diluted net loss per common share	$	(0.06)	$	(0.07)	$	(0.06)	$	(0.07)

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Commitments And Contingencies (Details) (USD $)	12 Months Ended								0 Months Ended	1 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Jacksonville Florida [Member]	Dec. 31, 2013 Lake Mary Florida [Member]	Dec. 31, 2013 Equipment [Member]	Dec. 31, 2012 Equipment [Member]	Dec. 31, 2011 Equipment [Member]	Jul. 20, 2011 Qualcomm Inc [Member] item	Oct. 31, 2013 Qualcomm Inc [Member] item
Commitments and Contingencies [Line Items]
Rent expense	$ 476,782	$ 515,437	$ 408,070			$ 235,370	$ 232,659	$ 188,713
Minimum rental payment				23,000	18,900
Patents infringement, amount awarded										$ 172,700,000
Gain contingency, number of claims										11
Number of patents found infringed upon									6	4

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Prepaid Expenses And Other (Tables)

12 Months Ended

Dec. 31, 2013

Prepaid Expenses And Other [Abstract]

Schedule Of Prepaid Expenses and Other Current Assets

		2013		2012
Prepaid insurance	$	409,790	$	401,373
Cash surrender value of life insurance		0		456,452
Other current assets		142,171		119,485
	$	551,961	$	977,310

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Share-Based Compensation (Summary Of RSU Activity) (Details) (USD $)				12 Months Ended
	Dec. 31, 2013 Restricted Stock Units (RSUs) [Member]	Dec. 31, 2012 Restricted Stock Units (RSUs) [Member]	Dec. 31, 2011 Restricted Stock Units (RSUs) [Member]	Dec. 31, 2013 Plan Based [Member] Restricted Stock Award And Restricted Stock Unit [Member]	Dec. 31, 2013 Non Plan [Member] Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested at beginning of year, Shares	1,882,384	1,433,842	1,104,377	953,842	480,000
Granted, Shares				259,290	900,000
Vested, Shares				(214,082)	(496,666)
Forfeited, Shares				0	0
Non-vested at end of year, Shares	1,882,384	1,433,842	1,104,377	999,050	883,334
Non-vested at beginning of year, Weighted-Average Grant-Date Fair Value				$ 2.67	$ 0.99
Granted, Weighted Average Grant Date Fair Value				$ 3.99	$ 3.90
Vested, Weighted Average Grant Date Fair Value				$ 3.22	$ 1.09
Forfeited, Weighted Average Grant Date Fair Value				$ 0.00	$ 0.00
Non-vested at end of year, Weighted-Average Grant-Date Fair Value				$ 2.90	$ 3.90

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Intangible Assets (Schedule Of Amortization Expense Recorded And Weighted Average Estimated Life) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 1,077,698	$ 1,052,898
Patents and copyrights [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	1,067,698	1,049,446	1,013,681
Weighted average estimated life (in years)	17 years
Licensing Fees [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 10,000	$ 3,452	$ 0
Weighted average estimated life (in years)	2 years

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Prepaid Expenses And Other (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Prepaid Expenses And Other [Abstract]
Prepaid Insurance	$ 409,790	$ 401,373
Cash surrender value of life insurance	0	456,452
Other current assets	142,171	119,485
Prepaid Expense and Other Assets, Current, Total	$ 551,961	$ 977,310

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Share-Based Compensation (Summary Of Valuation Assumptions) (Details)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected annual dividend yield	0.00%		0.00%		0.00%
Plan Based [Member] | Stock Options [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term	5 years	[1]	6 years	[1]	5 years	[1]
Expected volatility	97.90%	[2]	90.20%	[2]	92.00%	[2]
Risk-free interest rate	0.80%	[3]	0.80%	[3]	0.90%	[3]
Plan Based [Member] | Stock Options [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term	6 years	[1]	7 years	[1]	6 years	[1]
Expected volatility	103.70%	[2]	94.80%	[2]	97.70%	[2]
Risk-free interest rate	1.80%	[3]	1.00%	[3]	2.00%	[3]
Non Plan [Member] | Warrants And Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected annual dividend yield	0.00%		0.00%		0.00%
Non Plan [Member] | Warrants And Options [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term	4 years	[4]	4 years	[4]	4 years	[4]
Expected volatility	91.50%	[5]	93.40%	[5]	89.40%	[5]
Risk-free interest rate	0.50%	[6]	0.70%	[6]	0.90%	[6]
Non Plan [Member] | Warrants And Options [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term	5 years	[4]	6 years	[4]	5 years	[4]
Expected volatility	104.00%	[5]	104.30%	[5]	100.20%	[5]
Risk-free interest rate	1.00%	[6]	1.00%	[6]	2.40%	[6]

[1] The expected term was generally determined based on historical activity for grants with similar terms and for similar groups of employees and represents the period of time that options are expected to be outstanding. For employee options, groups of employees with similar historical exercise behavior are considered separately for valuation purposes. For consultants, the expected term was determined based on the contractual life of the award.

[2] The stock volatility for each grant is measured using the weighted average of historical daily price changes of our common stock over the most recent period equal to the expected option life of the grant.

[3] The risk-free interest rate for periods equal to the expected term of the share option is based on the U.S. Treasury yield curve in effect at the measurement date.

[4] The expected term was determined based on the remaining contractual life of the award on the measurement date.

[5] The stock volatility for each grant is measured using the weighted average of historical daily price changes of our common stock over the most recent period equal to the expected life of the award.

[6] The risk-free interest rate for periods equal to the expected term of the award is based on the U.S. Treasury yield curve in effect at the measurement date.

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Quarterly Financial Data (Details) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Quarterly Financial Data [Abstract]
Revenues	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Gross margin	0	0	0	0	0	0	0	0	0	0	0
Net loss	$ (7,859,000)	$ (6,424,000)	$ (7,127,000)	$ (6,462,000)	$ (6,174,000)	$ (5,019,000)	$ (5,061,000)	$ (4,068,000)	$ (27,872,293)	$ (20,321,812)	$ (14,573,353)
Basic and diluted net loss per common share	$ (0.08)	$ (0.07)	$ (0.08)	$ (0.08)	$ (0.07)	$ (0.06)	$ (0.07)	$ (0.06)	$ (0.31)	$ (0.27)	$ (0.24)

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Income Taxes And Tax Status (Schedule of Unrecognized Tax Benefits Roll Forward) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Taxes And Tax Status [Abstract]
Unrecognized tax benefits, beginning of year	$ 1,369,614	$ 1,369,614	$ 1,369,614
Gross increases - tax positions in prior period	0	0	0
Change in Estimate	0	0	0
Unrecognized tax benefits, end of year	$ 1,369,614	$ 1,369,614	$ 1,369,614

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Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our financial statements are prepared in accordance with generally accepted accounting principles. 

Use of Estimates in the Preparation of Financial Statements 

The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  The more significant estimates made by us include the volatility, forfeiture rate and estimated lives of share-based awards used in the estimate of the fair market value of share-based compensation, the assessment of recoverability of long-lived assets, the amortization periods for intangible and long-lived assets, and the valuation allowance for deferred taxes.   Actual results could differ from the estimates made.  We periodically evaluate estimates used in the preparation of the financial statements for continued reasonableness.  Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation.

Cash and Cash Equivalents

We consider cash and cash equivalents to include cash on hand, interest-bearing deposits, overnight repurchase agreements and investments with original maturities of three months or less when purchased.

Available for Sale Securities

Available for sale securities are intended to be held for indefinite periods of time and are not intended to be held to maturity. These securities are recorded at fair value and any unrealized holding gains and losses, net of the related tax effect, are excluded from earnings and are reported as a separate component of accumulated other comprehensive loss until realized. Our available for sale securities at December 31, 2013 and 2012 consisted of mutual funds that invest primarily in short-term municipal securities with an average effective maturity of one year or less. All dividends and realized gains are recognized as other income as earned and immediately reinvested.  The Company has determined that the fair value of its available for sale securities fall within Level 1 in the fair value hierarchy (See Note 14).

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined using the straight-line method over the following estimated useful lives:

Manufacturing and office equipment	5-7 years
Leasehold improvements	Remaining life of lease
Furniture and fixtures	7 years
Computer equipment and software	3-5 years

The cost and accumulated depreciation of assets sold or retired are removed from their respective accounts, and any resulting net gain or loss is recognized in the accompanying statements of comprehensive loss.  The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts, both internally and externally, that may suggest impairment. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of the assets exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the assets. 

Long-lived assets to be sold are classified as held for sale in the period in which there is an approved plan for sale of the assets within one year, and it is unlikely that the plan will be withdrawn or changed.  Long-lived assets held for sale are recorded at the lower of their carrying amount or fair value less estimated costs to sell.

Intangible Assets

Patents, copyrights and other intangible assets are amortized using the straight-line method over their estimated period of benefit.  We estimate the economic lives of our patents and copyrights to be fifteen to twenty years.  We estimate the economic lives of other intangible assets, including licenses, based on estimated technological obsolescence, to be two to five years, which is generally shorter than the contractual lives.   Management evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that may warrant revised estimates of useful lives or that may indicate impairment exists. 

Key-man Life Insurance

In 2012 and 2011, we paid the premiums on certain whole-life policies, in the amount of approximately $29,000 and $46,000, respectively, through the use of annual policy dividends and loans against the policies.   These policies were surrendered in favor of term-life policies in 2012 and 2013. (See Note 4).

Accounting for Share-Based Compensation

We have various share-based compensation programs which provide for equity awards including stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”). We calculate the fair value of employee share-based equity awards on the date of grant and recognize the calculated fair value, net of estimated forfeitures, as compensation expense over the requisite service periods of the related awards.  We estimate the fair value of each equity award using the Black-Scholes option valuation model or the Monte Carlo simulation fair value model for awards that contain market conditions.  These valuation models require the use of highly subjective assumptions and estimates including (i) how long employees will retain their stock options before exercising them, (ii) the volatility of our common stock price over the expected life of the equity award, and (iii) the rate at which equity awards will ultimately be forfeited by the recipients.  Such estimates, and the basis for our conclusions regarding such estimates, are outlined in detail in Note 8.  Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards. 

Revenue Recognition

We did not recognize any product or royalty revenue in 2013, 2012, or 2011.   We recognize revenue when there is persuasive evidence of an arrangement, the amounts are fixed and determinable, and the collectability of the resulting receivable is reasonably assured.

Research and Development Expenses

Research and development costs are expensed as incurred and include salaries and benefits, costs paid to third party contractors, prototype expenses, maintenance costs for software development tools, depreciation, amortization, and an allocated portion of facilities costs.

Loss per Common Share

Basic loss per common share is determined based on the weighted-average number of common shares outstanding during each year.  Diluted loss per common share is the same as basic loss per common share as all potential common shares are excluded from the calculation, as their effect is anti-dilutive.  The weighted-average number of common shares outstanding for the years ended December 31, 2013, 2012, and 2011, was 88,968,043,  75,999,278,  and 60,038,857, respectively. 

Options and warrants to purchase 8,888,727,  10,482,608,  and 11,105,288, shares of common stock were outstanding at December 31, 2013, 2012, and 2011, respectively.   In addition, unvested RSUs representing 1,882,384,  1,433,842,  and 1,104,377shares of common stock were outstanding at December 31, 2013, 2012, and 2011, respectively.  These options, warrants and RSUs were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive. 

Leases

Our facilities are leased under operating leases.  For those leases that contain rent escalations or rent concessions, we record the total rent payable during the lease term on a straight-line basis over the term of the lease with the difference between the rents paid and the straight-line rent recorded as a deferred rent liability in the accompanying balance sheets.

Income Taxes

The provision for income taxes is based on loss before taxes as reported in the accompanying statements of comprehensive loss.  Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized.  Our deferred tax assets exclude unrecognized tax benefits which do not meet a more-likely-than-not threshold for financial statement recognition for tax positions taken or expected to be taken in a tax return.

We utilize the short-cut method for establishing the historical pool of windfall tax benefits related to employee share-based compensation. We do not recognize deferred tax assets with regard to the excess of tax over book stock compensation until the tax deductions actually reduce current taxes payable at which time the tax benefit would be recorded as an increase in additional paid-in-capital. 

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an unrecognized tax benefit when a net operating loss (“NOL”) carry-forward, a similar tax loss, or tax credit carry-forward exists.” ASU 2013-11 requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a NOL carry-forward, a similar tax loss, or a tax credit carry-forward when settlement in this manner is available under the tax law. This guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have an impact on our financial statements.

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Schedule II - Valuation And Qualifying Accounts (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Valuation and Qualifying Accounts [Abstract]
Balance at beginning of period	$ 98,006,927	$ 92,592,971	$ 88,804,628
Provision	10,648,966	7,640,454	5,722,492
Write offs	(706,055)	(2,226,498)	(1,934,149)
Balance at end of period	$ 107,949,839	$ 98,006,927	$ 92,592,971

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Intangible Assets (Schedule Of Future Amortization Expense) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Intangible Assets [Abstract]
2014	$ 1,054,955
2015	953,970
2016	917,996
2017	915,396
2018	859,572
2019 and thereafter	3,850,543
Net book value	$ 8,552,432	$ 8,978,101

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Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule Of Share-Based Compensation Expense Included In Statements Of Operations

	Year ended December 31,
	2013		2012		2011
Research and development expense	$	1,594,603	$	765,126	$	706,734
Sales and marketing expense		327,199		207,125		121,384
General and administrative expense		5,009,636		2,581,163		609,056
Total share-based expense	$	6,931,438	$	3,553,414	$	1,437,174

Summary Of Options And Warrants By Exercise Price Range

	Options and Warrants Outstanding				Options and Warrants Exercisable
Range of Exercise Prices	Number Outstanding at December 31,  2013	Wtd. Avg. Exercise Price		Wtd. Avg. Remaining Contractual Life	Number Exercisable at December 31, 2013	Wtd. Avg. Exercise Price		Wtd. Avg. Remaining Contractual Life
$0.54 - $0.88	1,960,208	$	0.59	2.29	1,925,030	$	0.59	2.25
$0.89 - $1.88	2,708,742	$	1.00	4.54	1,771,182	$	1.01	4.35
$2.01 - $3.13	3,019,371	$	2.81	5.21	1,972,987	$	2.84	5.00
$3.15 - $5.40	404,655	$	4.30	2.98	274,624	$	4.35	1.14
$5.70 - $8.60	337,470	$	6.74	1.10	337,470	$	6.74	1.10
$9.06 - $26.75	458,281	$	11.08	0.58	458,281	$	11.08	0.58
	8,888,727	$	2.41	3.87	6,739,574	$	2.53	3.39

Stock Options [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary Of Options Activity

	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at beginning of year	7,514,697	$	3.26
Granted	258,780		3.32
Exercised	(217,181)		1.21
Forfeited	0		0
Expired	(627,086)		8.36
Outstanding at end of year	6,929,210		2.87	4.40	years	$	15,433,876
Exercisable at end of year	4,780,057	$	3.24	3.98	years	$	10,042,794

Summary Of Valuation Assumptions

	Year ended December 31,
	2013	2012	2011
Expected option term 1	5 to 6 years	6 to 7 years	5 to 6 years
Expected volatility factor 2	97.9% to 103.7%	90.2% to 94.8%	92.0% to 97.7%
Risk-free interest rate 3	0.8% to 1.8%	0.8% to 1.0%	0.9% to 2.0%
Expected annual dividend yield	0%	0%	0%

1The expected term was generally determined based on historical activity for grants with similar terms and for similar groups of employees and represents the period of time that options are expected to be outstanding.  For employee options, groups of employees with similar historical exercise behavior are considered separately for valuation purposes.   For consultants, the expected term was determined based on the contractual life of the award.

2The stock volatility for each grant is measured using the weighted average of historical daily price changes of our common stock over the most recent period equal to the expected option life of the grant.  

3The risk-free interest rate for periods equal to the expected term of the share option is based on the U.S. Treasury yield curve in effect at the measurement date. 

Restricted Stock Units (RSUs) [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary Of Restricted Stock Activity

	Non-vested Shares
	Shares	Weighted-Average Grant-Date Fair Value
Non-vested at beginning of year	480,000	$	0.99
Granted	900,000		3.90
Vested	(496,666)		1.09
Forfeited	0		0
Non-vested at end of year	883,334	$	3.90

Warrant [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary Of Non-Plan Options And Warrants

	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at beginning of year	2,967,911	$	0.87
Granted	0		0
Exercised	(1,008,394)		0.99
Forfeited	0		0
Expired	0		0
Outstanding at end of year	1,959,517		0.81	1.96	years	$	7,336,710
Exercisable at end of year	1,959,517	$	0.81	1.96	years	$	7,336,710

Summary Of Valuation Assumptions

	Year ended December 31,
	2013	2012	2011
Expected option term 1	4 to 5 years	4 to 6 years	4 to 5 years
Expected volatility factor 2	91.5% to 104%	93.4% to 104.3%	89.4% to 100.2%
Risk-free interest rate 3	0.5% to 1.0%	0.7% to 1.0%	0.9% to 2.4%
Expected annual dividend yield	0%	0%	0%

1The expected term was determined based on the remaining contractual life of the award on the measurement date.

2The stock volatility for each grant is measured using the weighted average of historical daily price changes of our common stock over the most recent period equal to the expected life of the award.  

3The risk-free interest rate for periods equal to the expected term of the award is based on the U.S. Treasury yield curve in effect at the measurement date. 

Restricted Stock Award And Restricted Stock Unit [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary Of Restricted Stock Activity

	Non-vested Shares
	Shares	Weighted-Average Grant-Date Fair Value
Non-vested at beginning of year	953,842	$	2.67
Granted	259,290		3.99
Vested	(214,082)		3.22
Forfeited	0		0
Non-vested at end of year	999,050	$	2.90

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Income Taxes And Tax Status (Tables)

12 Months Ended

Dec. 31, 2013

Income Taxes And Tax Status [Abstract]

Schedule Of Effective Income Tax Rate Reconciliation

	2013		2012		2011
Tax benefit at statutory rate	$	(9,476,580)		(6,909,416)		(4,954,940)
State tax benefit		(975,530)		(711,263)		(510,067)
Increase in valuation allowance		10,648,966		7,640,454		5,722,492
Research and development credit		(299,044)		(239,216)		(272,117)
Capital loss		0		0		(38,439)
Other		102,188		219,441		53,071
	$	0	$	0	$	0

Schedule Of Deferred Tax Assets And Liabilities

	2013		2012
Gross deferred tax assets:
Net operating loss carry-forward	$	94,742,725	$	85,844,921
Research and development credit		7,618,821		7,319,776
Stock compensation		3,548,655		2,882,576
Patents and other		1,828,103		1,770,367
Fixed assets		121,179		125,737
Accrued liabilities		80,204		64,507
Capital loss carry-forward		5,652		38,439
Charitable Contributions		4,500		0
		107,949,839		98,046,323
Less valuation allowance		(107,949,839)		(98,006,927)
		0		39,396
Gross deferred tax liabilities:
Gains on the cash surrender value of life insurance		0		39,396
		0		39,396
Net deferred tax asset	$	0	$	0

Schedule Of Unrecognized Tax Benefits Roll Forward

	For the years ended December 31,
	2013		2012		2011
Unrecognized tax benefits – beginning of year	$	1,369,614		1,369,614		1,369,614
Gross increases – tax positions in prior period		0		0		0
Change in Estimate		0		0		0
Unrecognized tax benefits – end of year	$	1,369,614		1,369,614		1,369,614

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Shareholder Protection Rights Agreement (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Shareholder Protection Rights Agreement [Abstract]
Acquisition of outstanding shares	15.00%
Exercise Price	45
Redemption price	$ 0.01

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Income Taxes And Tax Status (Narrative) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 1997
Tax Credit Carryforward [Line Items]
Operating Loss Carryforwards	$ 258,088,247	$ 13,432,293
Unrecognized tax benefit, excess tax benefits from share based compensation	470,000
Windfall Tax Benefit [Member]
Tax Credit Carryforward [Line Items]
Operating Loss Carryforwards	1,747,888
Research Tax Credit Carryforward [Member]
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Amount	7,618,821	496,329
Capital Loss Carryforward [Member]
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Amount	$ 15,072

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Stock Authorization And Issuance (Tables)

12 Months Ended

Dec. 31, 2012

Stock Authorization And Issuance [Abstract]

Summary Of Equity Offerings

The following table presents a summary of equity offerings for the years ended December 31, 2013, 2012, and 2011 (in thousands, except for per share amounts)

Date	Transaction	# of Common Shares/ Units Sold (in 000’s)	Price per Share/Unit	# of Warrants Issued (in 000’s)	Exercise Price per Warrant	Net Proceeds  (in 000’s) (1)	Offering as % of Out-standing Common Stock (2)
August 6, 2013	Offering to a limited number of institutional and other investors	3,681	$3.80	n/a	n/a	$13,000	4.00%
March 26, 2013	Shelf underwritten offering (4)	4,715	$3.25	n/a	n/a	$14,300	5.40%
September 19, 2012	Shelf offering to a limited number of institutional and other investors	4,382	$2.30	n/a	n/a	$9,200	5.30%
April 18, 2012	Shelf offering to a limited number of institutional and other investors	8,139	$1.05	n/a	n/a	$8,300	10.70%
September 14, 2011	Shelf offering to two institutional investors	7,800	$0.88	n/a	n/a	$6,500	11.60%
March 30, 2011	Shelf offering to a limited number of institutional and other investors (3)	3,332	$0.71	n/a	n/a	$4,100	10.20%
		2,691	$0.81	807	$0.88

⁽¹⁾ After deduction of applicable underwriters’ discounts, placement agent fees, and other offering costs.

⁽²⁾ Calculated on an after-issued basis.

⁽³⁾ Offering included the sale of 3,332,117 shares of common stock at $0.71 per share and 2,691,360 units, each consisting of one share of common stock and three-tenths of a warrant to purchase common stock, at $0.81 per unit.  The warrants are exercisable beginning September 30, 2011 and expire on September 30, 2016.  The warrants were recorded at their relative fair value of approximately $0.4 million as estimated at their grant date using the Black-Scholes option pricing model (see Note 8)

⁽⁴⁾ Ladenburg Thalmann Financial Services Inc. acted as underwriter for the transaction.

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Commitments And Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments And Contingencies [Abstract]

Schedule Of Future Minimum Lease Payments For Capital Leases

Contractual obligations:	2014		2015			2016		2017	Total
Operating leases	$	362,200		248,900	$	248,900	$	106,800	$	966,800
Capital leases	$	30,000	$	7,500	$	0	$	0	$	37,500

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Liquidity

12 Months Ended

Dec. 31, 2013

Liquidity [Abstract]

Liquidity

2. LIQUIDITY

We have incurred losses from operations and negative cash flows in every year since inception and have utilized the proceeds from the sales of our equity securities to fund our operations.   For the year ended December 31, 2013, we incurred a net loss of approximately $27.9 million and negative cash flows from operations of approximately $18.9 million.  At December 31, 2013, we had an accumulated deficit of approximately $290.0 million and working capital of approximately $15.2 million.  We expect that revenue for 2014 will not be sufficient to cover our operational expenses for 2014, and that our expected continued losses and use of cash will be funded from available working capital.  In addition, we expect that available working capital will be used for initial production start-up costs, including test programs and production tooling, and for litigation expenses to defend our intellectual property. 

Our current capital resources include cash and available for sale securities of approximately $17.2 million at December 31, 2013 and approximately $11.9 million in proceeds from the sale of equity securities in March 2014 (see Note 9).  These current capital resources are sufficient to support our liquidity requirements through 2014 and beyond.

Our future business plans call for continued investment in sales, marketing, customer support and product development for our technologies and products, as well as investment in continued protection of our intellectual property including prosecution of new patents and defense of existing patents.  Our ability to generate revenues sufficient to offset costs is subject to securing new product and licensing customers for our technologies, successfully supporting our customers in completing their product designs,  and/or successfully protecting or defending our intellectual property. 

The long-term continuation of our business plan beyond 2014 is dependent upon the generation of sufficient revenues from our technologies and/or products to offset expenses.  In the event that we do not generate sufficient revenues, we will be required to obtain additional funding through public or private financing and/or reduce operating costs.  Failure to generate sufficient revenues, raise additional capital through debt or equity financings, and/or reduce operating costs could have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.  

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Measurements [Abstract]

Schedule Of Assets Measured At Fair Value On A Recurring Basis

			Fair Value Measurements
	Total		Quoted Prices in Active Markets  (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2013:
Available for sale securities:
Municipal bond
mutual funds	$	16,957,489	$	16,957,489	$	0	$	0
December 31, 2012:
Available for sale securities:
Municipal bond
mutual funds	$	8,041,904	$	8,041,904	$	0	$	0

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Intangible Assets (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets	$ 0
Licensing Fees [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	2 years
Minimum [Member] | Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	15 years
Minimum [Member] | Licensing Fees [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	2 years
Maximum [Member] | Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	20 years
Maximum [Member] | Licensing Fees [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years

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Share-Based Compensation (Summary Of Options And Warrants By Exercise Price Range) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options and Warrants Outstanding	8,888,727
Options and Warrants Outstanding, Wtd. Avg. Exercise Price	$ 2.41
Options and Warrants Outstanding, Wtd. Avg. Remaining Contractual Life	3 years 10 months 13 days
Options and Warrants Exercisable	6,739,574
Options exercise price	$ 2.53
Options and Warrants Exercisable, Wtd. Avg. Remaining Contractual Life	3 years 4 months 21 days
$0.54 - $0.88 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Excercise price minimum	$ 0.54
Exercise price maximum	$ 0.88
Options and Warrants Outstanding	1,960,208
Options and Warrants Outstanding, Wtd. Avg. Exercise Price	$ 0.59
Options and Warrants Outstanding, Wtd. Avg. Remaining Contractual Life	2 years 3 months 15 days
Options and Warrants Exercisable	1,925,030
Options exercise price	$ 0.59
Options and Warrants Exercisable, Wtd. Avg. Remaining Contractual Life	2 years 3 months
$0.89 - $1.88 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Excercise price minimum	$ 0.89
Exercise price maximum	$ 1.88
Options and Warrants Outstanding	2,708,742
Options and Warrants Outstanding, Wtd. Avg. Exercise Price	$ 1.00
Options and Warrants Outstanding, Wtd. Avg. Remaining Contractual Life	4 years 6 months 15 days
Options and Warrants Exercisable	1,771,182
Options exercise price	$ 1.01
Options and Warrants Exercisable, Wtd. Avg. Remaining Contractual Life	4 years 4 months 6 days
$2.01 - $3.13 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Excercise price minimum	$ 2.01
Exercise price maximum	$ 3.13
Options and Warrants Outstanding	3,019,371
Options and Warrants Outstanding, Wtd. Avg. Exercise Price	$ 2.81
Options and Warrants Outstanding, Wtd. Avg. Remaining Contractual Life	5 years 2 months 16 days
Options and Warrants Exercisable	1,972,987
Options exercise price	$ 2.84
Options and Warrants Exercisable, Wtd. Avg. Remaining Contractual Life	5 years
$3.15 - $5.40 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Excercise price minimum	$ 3.15
Exercise price maximum	$ 5.40
Options and Warrants Outstanding	404,655
Options and Warrants Outstanding, Wtd. Avg. Exercise Price	$ 4.30
Options and Warrants Outstanding, Wtd. Avg. Remaining Contractual Life	2 years 11 months 23 days
Options and Warrants Exercisable	274,624
Options exercise price	$ 4.35
Options and Warrants Exercisable, Wtd. Avg. Remaining Contractual Life	1 year 1 month 21 days
$5.70 - $8.60 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Excercise price minimum	$ 5.70
Exercise price maximum	$ 8.60
Options and Warrants Outstanding	337,470
Options and Warrants Outstanding, Wtd. Avg. Exercise Price	$ 6.74
Options and Warrants Outstanding, Wtd. Avg. Remaining Contractual Life	1 year 1 month 6 days
Options and Warrants Exercisable	337,470
Options exercise price	$ 6.74
Options and Warrants Exercisable, Wtd. Avg. Remaining Contractual Life	1 year 1 month 6 days
$9.06 - $26.75 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Excercise price minimum	$ 9.06
Exercise price maximum	$ 26.75
Options and Warrants Outstanding	458,281
Options and Warrants Outstanding, Wtd. Avg. Exercise Price	$ 11.08
Options and Warrants Outstanding, Wtd. Avg. Remaining Contractual Life	6 months 29 days
Options and Warrants Exercisable	458,281
Options exercise price	$ 11.08
Options and Warrants Exercisable, Wtd. Avg. Remaining Contractual Life	6 months 29 days

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Balance Sheets (USD $)	Dec. 31, 2013	Dec. 31, 2012
CURRENT ASSETS:
Cash and cash equivalents	$ 222,697	$ 298,227
Available for sale securities	16,957,489	8,041,904
Prepaid expenses and other	551,961	977,310
Total current assets	17,732,147	9,317,441
PROPERTY AND EQUIPMENT, net	307,385	403,446
INTANGIBLE ASSETS, net	8,552,432	8,978,101
OTHER ASSETS, net	2,576	20,866
Total assets	26,594,540	18,719,854
CURRENT LIABILITIES:
Accounts payable	1,246,470	827,209
Accrued expenses:
Salaries and wages	325,313	295,194
Professional fees	631,871	902,411
Other accrued expenses	289,031	42,231
Deferred rent, current portion	33,894	75,144
Total current liabilities	2,526,579	2,142,189
LONG TERM LIABILITES
Captial lease, net of current portion	7,290	33,915
Deferred rent, net of current portion	14,379	23,763
Total long term liabilities	21,669	57,678
Total liabilities	2,548,248	2,199,867
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value, 150,000,000 shares authorized, 93,208,471 and 82,903,609 issued and outstanding at December 31, 2013 and 2012, respectively	932,085	829,036
Accumulated other comprehensive loss	(8,215)	(20)
Warrants outstanding	663,100	1,081,050
Additional paid-in capital	312,470,030	276,748,336
Accumulated deficit	(290,010,708)	(262,138,415)
Total shareholders' equity	24,046,292	16,519,987
Total liabilities and shareholders' equity	$ 26,594,540	$ 18,719,854

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Income Taxes And Tax Status (Schedule of Effective Income Tax Rate Reconciliation) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Taxes And Tax Status [Abstract]
Tax benefit at statutory rate	$ (9,476,580)	$ (6,909,416)	$ (4,954,940)
State tax benefit	(975,530)	(711,263)	(510,067)
Increase in valuation allowance	10,648,966	7,640,454	5,722,492
Research and development credit	(299,044)	(239,216)	(272,117)
Capital loss	0	0	(38,439)
Other	102,188	219,441	53,071
Income Tax Expense (Benefit), Total	$ 0	$ 0	$ 0
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate	34.00%	34.00%	34.00%

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Statements Of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (27,872,293)	$ (20,321,812)	$ (14,573,353)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,252,142	1,238,044	1,327,794
Share-based compensation	6,931,438	3,553,414	1,437,174
Loss on disposal of equipment and other assets	126	621	0
Realized loss (gain) on available for sale securities	12,226	(5,220)	1,671
Changes in operating assets and liabilities:
Prepaid and other assets	443,639	248,411	(125,463)
Accounts payable and accrued expenses	421,943	768,096	470,962
Deferred rent	(50,634)	(145,237)	24,668
Total adjustments	9,010,880	5,658,129	3,136,806
Net cash used in operating activities	(18,861,413)	(14,663,683)	(11,436,547)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of available for sale securities	(27,096,006)	(16,799,888)	(9,439,760)
Proceeds from redemption of available for sale securities	18,160,000	13,800,000	10,725,000
Purchases of property and equipment	(78,509)	(135,541)	(100,649)
Payments for patent costs and other intangible assets	(652,029)	(1,026,736)	(609,851)
Net cash (used in) provided by investing activities	(9,666,544)	(4,162,165)	574,740
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock in public and private offerings	27,327,975	17,555,674	10,556,754
Net proceeds from exercise of options and warrants	1,147,380	1,381,694	330,938
Principal payments on capital lease obligation	(22,928)	(26,731)	(25,845)
Net cash provided by financing activities	28,452,427	18,910,637	10,861,847
NET CHANGE IN CASH AND CASH EQUIVALENTS	(75,530)	84,789	40
CASH AND CASH EQUIVALENTS, beginning of year	298,227	213,438	213,398
CASH AND CASH EQUIVALENTS, end of year	222,697	298,227	213,438
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest expense	7,095	8,843	5,716
Cash paid for income taxes	0	0	0
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
Key-man life insurance premiums (Note 3)	0	29,330	45,780
Purchases of leasehold improvements (Note 11)	0	30,462	27,572
Purchase of equipment under capital lease (Note 5)	$ 0	$ 71,925	$ 0

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Related Party Transactions (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Aug. 06, 2013	Mar. 26, 2013		Sep. 19, 2012	Apr. 18, 2012	Sep. 14, 2011	Mar. 30, 2011		Dec. 31, 2012 Marxe And Greenhouse [Member]	Sep. 19, 2012 Marxe And Greenhouse [Member]	Apr. 18, 2012 Marxe And Greenhouse [Member]	Dec. 31, 2012 Wellington [Member]	Sep. 14, 2011 Wellington [Member]	Mar. 30, 2011 Wellington [Member]	Nov. 19, 2010 Wellington [Member]
Related Party Transaction [Line Items]
Amount paid for patent-related legal services	$ 587,000	$ 906,000	$ 784,000
Percentage of ownership of outstanding stock												5.00%			5.00%
Sale of common stock, number of shares	93,208,471	82,903,609		3,681,000	4,715,000	[1]	4,382,000	8,139,000	7,800,000	3,332,117	[2]		300,000	2,857,143		500,000	1,200,000	2,829,520
Sale of stock price per share				$ 3.80	$ 3.25	[1]	$ 2.30	$ 1.05	$ 0.88	$ 0.71	[2]		$ 2.30	$ 1.05		$ 0.88	$ 0.71	$ 0.42

[1] Ladenburg Thalmann Financial Services Inc. acted as underwriter for the transaction.

[2] Offering included the sale of 3,332,117 shares of common stock at $0.71 per share and 2,691,360 units, each consisting of one share of common stock and three-tenths of a warrant to purchase common stock, at $0.81 per unit. The warrants are exercisable beginning September 30, 2011 and expire on September 30, 2016. The warrants were recorded at their relative fair value of approximately $0.4 million as estimated at their grant date using the Black-Scholes option pricing model (see Note 8)

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Summary Of Significant Accounting Policies (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Significant Accounting Policies [Line Items]
Life Insurance Premiums	$ 0	$ 29,330	$ 45,780
Weighted Average Number of Shares Outstanding, Basic	88,968,043	75,999,278	60,038,857
Options and warrants oustanding	$ 8,888,727	$ 10,482,608	$ 11,105,288
Patents and copyrights [Member]
Significant Accounting Policies [Line Items]
Intangible assets, useful life	17 years
Patents and copyrights [Member] | Minimum [Member]
Significant Accounting Policies [Line Items]
Intangible assets, useful life	15 years
Patents and copyrights [Member] | Maximum [Member]
Significant Accounting Policies [Line Items]
Intangible assets, useful life	20 years
Licensing Fees [Member]
Significant Accounting Policies [Line Items]
Intangible assets, useful life	2 years
Licensing Fees [Member] | Minimum [Member]
Significant Accounting Policies [Line Items]
Intangible assets, useful life	2 years
Licensing Fees [Member] | Maximum [Member]
Significant Accounting Policies [Line Items]
Intangible assets, useful life	5 years
Restricted Stock Units (RSUs) [Member]
Significant Accounting Policies [Line Items]
Unvested, Shares	1,882,384	1,433,842	1,104,377

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Schedule II - Valuation And Qualifying Accounts

12 Months Ended

Dec. 31, 2013

Valuation and Qualifying Accounts [Abstract]

Schedule II Valuation And Qualifying Accounts

SCHEDULE II

PARKERVISION, INC. AND SUBSIDIARY

VALUATION AND QUALIFYING ACCOUNTS

012
Valuation Allowance for Income Taxes	Balance at Beginning of Period	Provision	Write-Offs	Balance at End of Period
Year ended December 31, 2011	$ 88,804,628	5,722,492	(1,934,149)	92,592,971
Year ended December 31, 2012	92,592,971	7,640,454	(2,226,498)	98,006,927
Year ended December 31, 2013	98,006,927	10,648,966	(706,055)	107,949,839

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Summary Of Significant Accounting Policies (Schedule Of Property And Equipment) (Details)	12 Months Ended
	Dec. 31, 2013
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Useful life	Remaining life of lease
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Useful life	7 years
Maximum [Member] | Manufacturing And Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful life	7 years
Maximum [Member] | Equipment and software [Member]
Property, Plant and Equipment [Line Items]
Useful life	5 years
Minimum [Member] | Manufacturing And Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful life	5 years
Minimum [Member] | Equipment and software [Member]
Property, Plant and Equipment [Line Items]
Useful life	3 years

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Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Summary Of Significant Accounting Policies [Abstract]

Schedule of Useful Lives

Manufacturing and office equipment	5-7 years
Leasehold improvements	Remaining life of lease
Furniture and fixtures	7 years
Computer equipment and software	3-5 years

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The Company And Nature Of Business

12 Months Ended

Dec. 31, 2013

Description Of Business [Abstract]

The Company And Nature Of Business

1.THE COMPANY AND NATURE OF BUSINESS

We were incorporated under the laws of the state of Florida on August 22, 1989 and currently operate in a single segment - wireless technologies and products. We are in the business of innovating fundamental wireless technologies.   We design, develop and market our proprietary RF technologies and products for use in semiconductor circuits for wireless communication products.  Our business is expected to include licensing of our intellectual property and/or the sale of integrated circuits based on our technology for incorporation into wireless devices designed by our customers.   In addition, from time to time, we offer engineering consulting and design services to our customers, for a negotiated fee, to assist them in developing prototypes and/or products incorporating our technologies. 

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Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012	Oct. 04, 2012	Dec. 31, 2011
Balance Sheets [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000	150,000,000	100,000,000
Common stock, shares issued	93,208,471	82,903,609
Common stock, shares outstanding	93,208,471	82,903,609

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Commitments And Contingencies

12 Months Ended

Dec. 31, 2013

Commitments And Contingencies [Abstract]

Commitments And Contingencies

11. COMMITMENTS AND CONTINGENCIES

Lease Commitments

Our headquarters facility in Jacksonville, Florida is leased pursuant to a non-cancelable lease agreement effective June 1, 2006.   The lease term, as amended in October 2011, provides for a straight-lined monthly rental payment of approximately $23,000 through October 31, 2014 with an option for renewal.

We also lease office space in Lake Mary, Florida for our wireless design center.  The lease term, as amended in December 2013 provides for a straight-lined monthly rental payment of approximately $18,900 through May 2017 with an option for renewal.Deferred rent is amortized as a reduction to rent expense over the respective lease term.

In addition to sales tax payable on base rental amounts, certain leases obligate us to pay pro-rated annual operating expenses for the properties.  Rent expense for properties, for the years ended December 31, 2013, 2012, and 2011, was $476,782,  $515,437,  and $408,070, respectively.

In addition, we lease certain equipment, primarily for research and development activities, under non-cancelable operating leases with lease terms of less than one year.  Equipment rental expense for the years ended December 31, 2013, 2012, and 2011 was $235,370, $232,659, and $188,713,  respectively.

Contractual Obligations

Future minimum lease payments under all non-cancelable operating leases and capital leases that have initial or remaining terms in excess of one year as of December 31, 2013 were as follows:

Contractual obligations:	2014		2015			2016		2017	Total
Operating leases	$	362,200		248,900	$	248,900	$	106,800	$	966,800
Capital leases	$	30,000	$	7,500	$	0	$	0	$	37,500

Legal Proceedings

From time to time, we are subject to legal proceedings and claims which arise in the ordinary course of our business.  We believe, based upon advice from outside legal counsel, that the final disposition of such matters will not have a material adverse effect on our financial position, results of operations or liquidity.     

ParkerVision vs. Qualcomm, Inc.

In October 2013, a jury in the United States District Court of the Middle District of Florida awarded us $172.7 million in damages for direct and indirect infringement of eleven claims of four of our patents by Qualcomm Incorporated (“Qualcomm”).  The jury also found that all eleven claims of the four patents were valid.  The jury found that we did not prove our claims of willfulness, which would have allowed the judge to enhance the jury-awarded damages.   There are a number of outstanding motions in this case including our motions for an injunction and/or, in the alternative, ongoing royalties for Qualcomm’s continued unauthorized use of our patented technology and our motion for pre and post-judgment interest.  Qualcomm also has outstanding motions requesting the judge to overturn the jury’s decisions regarding infringement, invalidity and damages and their request for a new trial.  A hearing will be held on May 1, 2014 for the parties to present arguments regarding these outstanding motions.   The court will then rule on these outstanding motions although we do not know at this time when that ruling will occur.  The amount and timing of the collection of damages from Qualcomm is dependent upon final disposition of the litigation which may include settlement discussions and/or appeals.  Following a final district court adjudication, either party has 30 days to appeal the ruling to the federal appellate court.  Qualcomm has indicated that it plans to appeal the district court decision. 

We first filed a complaint against Qualcomm on July 20, 2011, as amended on February 28, 2012, seeking unspecified damages and injunctive relief for infringement of six of our patents related to radio-frequency receivers and the down-conversion of electromagnetic signals (the “Complaint”).  Qualcomm filed an Answer and Counterclaim to our Complaint (the “Counterclaim”) in which Qualcomm denied infringement and alleged invalidity and unenforceability of each of our patents, including claims of patent unenforceability due to alleged inequitable conduct.  Qualcomm also named our long-time patent prosecution counsel, Sterne, Kessler, Goldstein & Fox PLLC (“SKGF”) as a co-defendant in its Counterclaim and further alleged that we aided and abetted SKGF in its alleged breach of fiduciary duty to Qualcomm and tortiously interfered with Qualcomm’s contractual relationship with SKGF. 

In November 2011, as amended in April 2012, we filed a motion to dismiss Qualcomm’s Counterclaims related to inequitable conduct, aiding and abetting, and tortious interference, and a motion to strike certain of Qualcomm’s affirmative defenses.  SKGF also filed a motion to dismiss Qualcomm’s claims against them.  In November 2012, the court granted SKGF’s motion and dismissed these claims without prejudice; and furthermore, the court abated Qualcomm’s Counterclaims against SKGF such that Qualcomm was unable to file an amended Counterclaim against SKGF until such time that the court lifted the abatement.  In January 2013, the court also dismissed without prejudice and abated the aiding and abetting and tortious interference claims against us.  In February 2014, Qualcomm dismissed these counterclaims against us and SKGF. 

In January 2013, the court also dismissed with prejudice two of the three theories Qualcomm asserted in support of its claims of inequitable conduct.  Furthermore, Qualcomm’s affirmative defenses of inequitable conduct and unclean hands were stricken by the court.  In April 2013, Qualcomm filed an amended Counterclaim which dropped the remaining claims against us that related to inequitable conduct.  

Maxtak Capital Advisors LLC vs. ParkerVision

On December 28, 2011, Maxtak Capital Advisors LLC, Maxtak Partners LP and David Greenbaum (the “Plaintiffs”) filed a complaint in the United States District Court of New Jersey against us, our chief executive officer, Jeffrey Parker and one of our directors, Robert Sterne, alleging common law fraud and negligent misrepresentation of material facts concerning the effectiveness of our technology and our success in securing customers.  The Plaintiffs are seeking unspecified damages, including attorneys’ fees and costs.  In October 2012, the court granted our motion to transfer the case to the Middle District of Florida.  In May 2013, the court denied our motion to dismiss.  Discovery is ongoing in this case with a discovery cut-off date of July 1, 2014 and a trial date commencing February 2, 2015.  We believe this matter is without merit, and we do not believe it is probable that this case will have a material adverse effect on our financial position, results of operations or liquidity.

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Document And Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Mar. 13, 2014	Jun. 28, 2013
Document And Entity Information [Abstract]
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Entity Registrant Name	PARKERVISION INC
Entity Central Index Key	0000914139
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Entity Common Stock, Shares Outstanding		96,290,722
Entity Public Float			$ 390,664,229
Trading Symbol	prkr
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No

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Related Party Transactions

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Party Transaction

12. RELATED-PARTY TRANSACTIONS

We paid approximately $587,000, $906,000, and $784,000, in 2013, 2012, and 2011, respectively, for patent-related legal services to a law firm, of which Robert Sterne, one of our directors since September 2006, is a partner. 

On September 19, 2012 we sold 300,000 shares of our common stock to entities controlled by Messrs. Austin W. Marxe and David M. Greenhouse (“Marxe and Greenhouse Entities”) at a price of $2.30 per share in an offering off our September 2012 Shelf.  On April 18, 2012 we sold 2,857,143 shares of our common stock to Marxe and Greenhouse Entities at a price of $1.05 per share in an offering off our September 2009 Shelf.  Messrs. Marxe and Greenhouse are considered related parties under the rules of NASDAQ as they were beneficial owners of more than 5% of our outstanding stock at the time of the transactions.

On September 14, 2011, we sold 500,000 shares of our common stock to Wellington Management Company, LLP (“Wellington”) at a price of $0.88per share in an offering off our September 2009 Shelf.  On March 30, 2011 we sold 1,200,000 shares of our common stock to Wellington at a price of $0.71 per share in an offering off our September 2009 Shelf.  On November 19, 2010, we sold 2,829,520 shares of our common stock to Wellington at a price of $0.42 per share in an offering off our January 2009 Shelf.  Wellington was considered a related party under the rules of NASDAQ as it was a beneficial owner of more than 5% of our outstanding stock at the time of the transactions.

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Statements Of Comprehensive Loss (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statements Of Comprehensive Loss [Abstract]
Revenue	$ 0	$ 0	$ 0
Cost of sales	0	0	0
Gross margin	0	0	0
Research and development expenses	10,406,362	8,447,639	8,423,683
Marketing and selling expenses	1,755,130	1,638,156	1,449,501
General and administrative expenses	15,787,599	10,297,238	4,802,503
Total operating expenses	27,949,091	20,383,033	14,675,687
Interest and other income	83,892	70,064	108,050
Interest expense	(7,094)	(8,843)	(5,716)
Total interest and other income and interest expense	76,798	61,221	102,334
Net loss	(27,872,293)	(20,321,812)	(14,573,353)
Other comprehensive (loss) income, net of tax:
Unrealized gain (loss) on available for sale securities	(8,195)	10,398	(2,602)
Other comprehensive income (loss), net of tax	(8,195)	10,398	(2,602)
Comprehensive loss	$ (27,880,488)	$ (20,311,414)	$ (14,575,955)
Basic and diluted net loss per common share	$ (0.31)	$ (0.27)	$ (0.24)

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Intangible Assets

12 Months Ended

Dec. 31, 2013

Intangible Assets [Abstract]

Intangible assets

6. INTANGIBLE ASSETS

Intangible assets consisted of the following at December 31, 2013 and 2012:

	2013
	Gross Carrying Amount		Accumulated Amortization		Net Value
Patents and copyrights	$	18,943,020	$	10,397,136	$	8,545,884
Prepaid licensing fees		574,000		567,452		6,548
	$	19,517,020	$	10,964,588	$	8,552,432
	2012
	Gross Carrying Amount		Accumulated Amortization		Net Value
Patents and copyrights	$	18,290,991	$	9,329,438	$	8,961,553
Prepaid licensing fees		574,000		557,452		16,548
	$	18,864,991	$	9,886,890	$	8,978,101

Periodically, we evaluate the recoverability of our intangible assets and take into account events or circumstances that may warrant revised estimates of useful lives or that may indicate impairment exists (“Triggering Event”).  Based on our cumulative net losses and negative cash flows from operations to date, we assess our working capital needs on an annual basis.  This annual assessment of our working capital is considered to be a Triggering Event for purposes of evaluating the recoverability of our intangible assets.  As a result of our evaluation at December 31, 2013, we determined that no impairment exists with regard to our intangible assets. 

Patent costs represent legal and filing costs incurred to obtain patents and trademarks for product concepts and methodologies that we have developed.  Capitalized patent costs are amortized over the estimated lives of the related patents, ranging from fifteen to twenty years.  Prepaid licensing fees represent costs incurred to obtain licenses for use of certain technologies in future products.  Prepaid license fees are amortized over their estimated economic lives, generally two to five years. 

Amortization expense for the years ended December 31, 2013, 2012, and 2011 is as follows:

		Amortization Expense
	Weighted average estimated life (in years)
		2013		2012		2011
Patents and copyrights	17	$	1,067,698	$	1,049,446	$	1,013,681
Prepaid licensing fees	2		10,000		3,452		0
Total amortization		$	1,077,698	$	1,052,898	$	1,013,681

Future estimated amortization expense for intangible assets that have remaining unamortized amounts as of December 31, 2013 are as follows:

2014	$	1,054,955
2015		953,970
2016		917,996
2017		915,396
2018		859,572
2019 and thereafter		3,850,543
Total	$	8,552,432

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Property And Equipment, Net

12 Months Ended

Dec. 31, 2013

Property And Equipment, Net [Abstract]

Property And Equipment, Net

5. PROPERTY AND EQUIPMENT, NET

Property and equipment, at cost, consisted of the following at December 31, 2013 and 2012:

	2013		2012
Equipment and software	$	8,158,454	$	8,082,091
Leasehold improvements		837,377		837,377
Furniture and fixtures		502,397		505,428
		9,498,228		9,424,896
Less accumulated depreciation and amortization		(9,190,843)		(9,021,450)
	$	307,385	$	403,446

Depreciation expense related to property and equipment was $174,444, $185,146, and $314,113,  in 2013, 2012, and 2011, respectively.  Depreciation expense includes depreciation related to capital leases of approximately $28,748, $24,100, and $14,371 for the periods ended December 31, 2013, 2012, and 2011 respectively.  Accumulated depreciation included accumulated depreciation related to capital leases as of December 31, 2013, 2012, and 2011 of  $87,654, $58,906,  and $34,806, respectively.

In April 2012, we purchased engineering equipment under a capital lease and recorded a corresponding capital lease obligation of approximately $72,000.  The lease has a three-year term with monthly payments of approximately $2,500 and an annual implicit interest rate of approximately 15.25%.  The principal payments are reflected as cash outflows from financing activities in the accompanying statements of cash flows.

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Summary Of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Summary Of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Our financial statements are prepared in accordance with generally accepted accounting principles. 

Use of Estimates in the Preparation of Financial Statements

Use of Estimates in the Preparation of Financial Statements 

The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  The more significant estimates made by us include the volatility, forfeiture rate and estimated lives of share-based awards used in the estimate of the fair market value of share-based compensation, the assessment of recoverability of long-lived assets, the amortization periods for intangible and long-lived assets, and the valuation allowance for deferred taxes.   Actual results could differ from the estimates made.  We periodically evaluate estimates used in the preparation of the financial statements for continued reasonableness.  Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation.

Cash and Cash Equivalents

Cash and Cash Equivalents

We consider cash and cash equivalents to include cash on hand, interest-bearing deposits, overnight repurchase agreements and investments with original maturities of three months or less when purchased.

Available for Sale Securities

Available for Sale Securities

Available for sale securities are intended to be held for indefinite periods of time and are not intended to be held to maturity. These securities are recorded at fair value and any unrealized holding gains and losses, net of the related tax effect, are excluded from earnings and are reported as a separate component of accumulated other comprehensive loss until realized. Our available for sale securities at December 31, 2013 and 2012 consisted of mutual funds that invest primarily in short-term municipal securities with an average effective maturity of one year or less. All dividends and realized gains are recognized as other income as earned and immediately reinvested.  The Company has determined that the fair value of its available for sale securities fall within Level 1 in the fair value hierarchy (See Note 14).

Property and Equipment

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined using the straight-line method over the following estimated useful lives:

Manufacturing and office equipment	5-7 years
Leasehold improvements	Remaining life of lease
Furniture and fixtures	7 years
Computer equipment and software	3-5 years

The cost and accumulated depreciation of assets sold or retired are removed from their respective accounts, and any resulting net gain or loss is recognized in the accompanying statements of comprehensive loss.  The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts, both internally and externally, that may suggest impairment. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of the assets exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the assets. 

Long-lived assets to be sold are classified as held for sale in the period in which there is an approved plan for sale of the assets within one year, and it is unlikely that the plan will be withdrawn or changed.  Long-lived assets held for sale are recorded at the lower of their carrying amount or fair value less estimated costs to sell.

Intangible Assets

Intangible Assets

Patents, copyrights and other intangible assets are amortized using the straight-line method over their estimated period of benefit.  We estimate the economic lives of our patents and copyrights to be fifteen to twenty years.  We estimate the economic lives of other intangible assets, including licenses, based on estimated technological obsolescence, to be two to five years, which is generally shorter than the contractual lives.   Management evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that may warrant revised estimates of useful lives or that may indicate impairment exists. 

Key-man Life Insurance

Key-man Life Insurance

In 2012 and 2011, we paid the premiums on certain whole-life policies, in the amount of approximately $29,000 and $46,000, respectively, through the use of annual policy dividends and loans against the policies.   These policies were surrendered in favor of term-life policies in 2012 and 2013. (See Note 4).

Accounting for Share-Based Compensation

Accounting for Share-Based Compensation

We have various share-based compensation programs which provide for equity awards including stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”). We calculate the fair value of employee share-based equity awards on the date of grant and recognize the calculated fair value, net of estimated forfeitures, as compensation expense over the requisite service periods of the related awards.  We estimate the fair value of each equity award using the Black-Scholes option valuation model or the Monte Carlo simulation fair value model for awards that contain market conditions.  These valuation models require the use of highly subjective assumptions and estimates including (i) how long employees will retain their stock options before exercising them, (ii) the volatility of our common stock price over the expected life of the equity award, and (iii) the rate at which equity awards will ultimately be forfeited by the recipients.  Such estimates, and the basis for our conclusions regarding such estimates, are outlined in detail in Note 8.  Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards. 

Revenue Recognition

Revenue Recognition

We did not recognize any product or royalty revenue in 2013, 2012, or 2011.   We recognize revenue when there is persuasive evidence of an arrangement, the amounts are fixed and determinable, and the collectability of the resulting receivable is reasonably assured.

Research and Development Expenses

Research and Development Expenses

Research and development costs are expensed as incurred and include salaries and benefits, costs paid to third party contractors, prototype expenses, maintenance costs for software development tools, depreciation, amortization, and an allocated portion of facilities costs.

Loss per Common Share

Loss per Common Share

Basic loss per common share is determined based on the weighted-average number of common shares outstanding during each year.  Diluted loss per common share is the same as basic loss per common share as all potential common shares are excluded from the calculation, as their effect is anti-dilutive.  The weighted-average number of common shares outstanding for the years ended December 31, 2013, 2012, and 2011, was 88,968,043,  75,999,278,  and 60,038,857, respectively. 

Options and warrants to purchase 8,888,727,  10,482,608,  and 11,105,288, shares of common stock were outstanding at December 31, 2013, 2012, and 2011, respectively.   In addition, unvested RSUs representing 1,882,384,  1,433,842,  and 1,104,377shares of common stock were outstanding at December 31, 2013, 2012, and 2011, respectively.  These options, warrants and RSUs were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive. 

Leases

Leases

Our facilities are leased under operating leases.  For those leases that contain rent escalations or rent concessions, we record the total rent payable during the lease term on a straight-line basis over the term of the lease with the difference between the rents paid and the straight-line rent recorded as a deferred rent liability in the accompanying balance sheets.

Income Taxes

Income Taxes

The provision for income taxes is based on loss before taxes as reported in the accompanying statements of comprehensive loss.  Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized.  Our deferred tax assets exclude unrecognized tax benefits which do not meet a more-likely-than-not threshold for financial statement recognition for tax positions taken or expected to be taken in a tax return.

We utilize the short-cut method for establishing the historical pool of windfall tax benefits related to employee share-based compensation. We do not recognize deferred tax assets with regard to the excess of tax over book stock compensation until the tax deductions actually reduce current taxes payable at which time the tax benefit would be recorded as an increase in additional paid-in-capital. 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an unrecognized tax benefit when a net operating loss (“NOL”) carry-forward, a similar tax loss, or tax credit carry-forward exists.” ASU 2013-11 requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a NOL carry-forward, a similar tax loss, or a tax credit carry-forward when settlement in this manner is available under the tax law. This guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have an impact on our financial statements.

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Concentrations Of Credit Risk

12 Months Ended

Dec. 31, 2013

Risks and Uncertainties [Abstract]

Concentration Of Credit Risk

13.  CONCENTRATIONS OF CREDIT RISK 

Financial instruments that potentially subject us to a concentration of credit risk principally consist of cash and cash equivalents and our available for sale securities.  Cash and cash equivalents are primarily held in bank accounts and overnight investments.  At times our cash balances on deposit with banks may exceed the balance insured by the F.D.I.C. 

Our available for sale securities are held in accounts with brokerage institutions and consist of mutual funds invested primarily in short-term municipal securities.   We maintain our investments with what management believes to be quality financial institutions and while we limit the amount of credit exposure to any one institution, we could be subject to credit risks from concentration of investments in a single fund as well as credit risks arising from adverse conditions in the financial markets as a whole.

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Stock Authorization And Issuance

12 Months Ended

Dec. 31, 2013

Stock Authorization And Issuance [Abstract]

Stock Authorization And Issuance

9.  STOCK AUTHORIZATION AND ISSUANCE 

Preferred Stock

We have 15,000,000 shares of preferred stock authorized for issuance at the direction of the board of directors.  As of December 31, 2013, we had no outstanding preferred stock.  

On November 17, 2005, our board of directors designated 100,000 shares of authorized preferred stock as the Series E Preferred Stock in conjunction with its adoption of a Shareholder Protection Rights Agreement (Note 10).

Common Stock and Warrants

On October 4, 2012, we amended our Articles of Incorporation to increase the number of authorized shares of our common stock from 100,000,000 shares to 150,000,000 shares, as approved by a majority vote of our shareholders on October 2, 2012.

We have filed several shelf registrationstatements (“Shelf”) with the SEC for purposes of providing flexibility to raise funds from the offering of various securities over a period of three years, subject to market conditions.   Securities offered under the shelf registration statements were used to fund working capital, capital expenditures, vendor purchases, and other capital needs.  Offerings made under a Shelf during 2013, 2012, and 2011 are included in the table below.  As of March 31, 2013, there were no securities available under any Shelf.

On March 13, 2014, we completed the sale of an aggregate of 2,666,666 shares of our common stock, at a price of $4.50 per share, to two accredited investors in a private placement transaction pursuant to Rule 506 of Regulation D under the Securities Act of 1933, as amended.   The offering represented 2.8% of our outstanding common stock on an after-issued basis.   The aggregate net proceeds from this offering, after deduction of estimated offering costs are approximately $11.9 million.  We are obligated to file a registration statement within thirty (30) days of the closing date to register the resale of the common stock issued in the private placement transaction.  In the event that we fail to file the registration statement within the required time frame, or the registration statement ceases to be effective for any continuous period that exceeds 10 consecutive calendar days or more than an aggregate of fifteen calendar days during any 12-month period or any time during the six-month anniversary of the registration date (a “Registration Default”), we shall pay the investors an amount in cash equal to 1% of the aggregate purchase price paid for each 30-day period of a Registration Default.   The maximum penalty that we may incur under this arrangement is 6% of the aggregate purchase price, or $720,000 subject to reduction for shares sold or transferred and not held at the penalty determination date. 

We filed a registration statement on August 21, 2013 to register the resale of the common stock issued in the August 6, 2013 offering described below.  The registration statement became effective on September 18, 2013 (File No. 333-190769).  In the event the registration statement ceases to be effective for any continuous period that exceeds 10 consecutive calendar days or more than an aggregate of fifteen calendar days during any 12-month period or any time during the six-month anniversary of the registration date (a “Registration Default”), we shall pay the investors an amount in cash equal to 1% of the aggregate purchase price paid for each 30-day period of a Registration Default.   The maximum penalty that we may incur under this arrangement is 6% of the aggregate purchase price, or $839,399 subject to reduction for shares sold or transferred and not held at the penalty determination date.  We do not believe that payment under the registration payment arrangement is probable and therefore no related liability has been recorded in the accompanying financial statements. 

The following table presents a summary of equity offerings for the years ended December 31, 2013, 2012, and 2011 (in thousands, except for per share amounts)

Date	Transaction	# of Common Shares/ Units Sold (in 000’s)	Price per Share/Unit	# of Warrants Issued (in 000’s)	Exercise Price per Warrant	Net Proceeds  (in 000’s) (1)	Offering as % of Out-standing Common Stock (2)
August 6, 2013	Offering to a limited number of institutional and other investors	3,681	$3.80	n/a	n/a	$13,000	4.00%
March 26, 2013	Shelf underwritten offering (4)	4,715	$3.25	n/a	n/a	$14,300	5.40%
September 19, 2012	Shelf offering to a limited number of institutional and other investors	4,382	$2.30	n/a	n/a	$9,200	5.30%
April 18, 2012	Shelf offering to a limited number of institutional and other investors	8,139	$1.05	n/a	n/a	$8,300	10.70%
September 14, 2011	Shelf offering to two institutional investors	7,800	$0.88	n/a	n/a	$6,500	11.60%
March 30, 2011	Shelf offering to a limited number of institutional and other investors (3)	3,332	$0.71	n/a	n/a	$4,100	10.20%
		2,691	$0.81	807	$0.88

⁽¹⁾ After deduction of applicable underwriters’ discounts, placement agent fees, and other offering costs.

⁽²⁾ Calculated on an after-issued basis.

⁽³⁾ Offering included the sale of 3,332,117 shares of common stock at $0.71 per share and 2,691,360 units, each consisting of one share of common stock and three-tenths of a warrant to purchase common stock, at $0.81 per unit.  The warrants are exercisable beginning September 30, 2011 and expire on September 30, 2016.  The warrants were recorded at their relative fair value of approximately $0.4 million as estimated at their grant date using the Black-Scholes option pricing model (see Note 8)

⁽⁴⁾ Ladenburg Thalmann Financial Services Inc. acted as underwriter for the transaction.

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Fair Value Measurements (Schedule Of Assets Measured At Fair Value On A Recurring Basis) (Details) (Municipal Bond Mutual Funds [Member], USD $)	Dec. 31, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	$ 16,957,489	$ 8,041,904
Quoted Prices In Active Markets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	16,957,489	8,041,904
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	0	0
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	$ 0	$ 0

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Income Taxes And Tax Status

12 Months Ended

Dec. 31, 2013

Income Taxes And Tax Status [Abstract]

Income Taxes And Tax Status

7. INCOME TAXES AND TAX STATUS 

A reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% for the years ended December 31, 2013,  2012, and 2011 is as follows:

	2013		2012		2011
Tax benefit at statutory rate	$	(9,476,580)		(6,909,416)		(4,954,940)
State tax benefit		(975,530)		(711,263)		(510,067)
Increase in valuation allowance		10,648,966		7,640,454		5,722,492
Research and development credit		(299,044)		(239,216)		(272,117)
Capital loss		0		0		(38,439)
Other		102,188		219,441		53,071
	$	0	$	0	$	0

Our deferred tax assets and liabilities relate to the following sources and differences between financial accounting and the tax bases of our assets and liabilities at December 31, 2013 and 2012:

	2013		2012
Gross deferred tax assets:
Net operating loss carry-forward	$	94,742,725	$	85,844,921
Research and development credit		7,618,821		7,319,776
Stock compensation		3,548,655		2,882,576
Patents and other		1,828,103		1,770,367
Fixed assets		121,179		125,737
Accrued liabilities		80,204		64,507
Capital loss carry-forward		5,652		38,439
Charitable Contributions		4,500		0
		107,949,839		98,046,323
Less valuation allowance		(107,949,839)		(98,006,927)
		0		39,396
Gross deferred tax liabilities:
Gains on the cash surrender value of life insurance		0		39,396
		0		39,396
Net deferred tax asset	$	0	$	0

No current or deferred tax provision or benefit was recorded for 2013,  2012,  or2011 as a result of current losses and fully deferred tax valuation allowances for all periods.  We have recorded a valuation allowance to state our deferred tax assets at their estimated net realizable value due to the uncertainty related to realization of these assets through future taxable income. 

At December 31, 2013, we had cumulative NOL, research and development (“R&D”) tax credit carry-forwards and capital loss carry-forwards for income tax purposes of $258,088,247,  $7,618,821, and $15,072 respectively, which expire in varying amounts from 2015 through 2033.  The cumulative NOL carry-forward is net of $13,432,293 in carry-forwards from 1993 through 1997 which expired unused from 2008 through 2012.  The NOL carry-forward for income tax purposes includes $1,747,888 related to windfall tax benefits from the exercise of share-based compensation awards for which benefit will be recognized as an adjustment to equity rather than a decrease in earnings if realized.  The cumulative R&D tax credit carry-forward is net of $496,329 in credits from 1995 through 1997 that expired unused from 2010 through 2012. 

Our ability to benefit from the our tax credit carry-forwards could be limited under certain provisions of the Internal Revenue Code if our ownership changes by more than 50%, as defined by Section 382 of the Internal Revenue Code of 1986 (“Section 382”). Under Section 382, an ownership change may limit the amount of NOL, capital loss and R&D credit carry-forwards that can be used annually to offset future taxable income and tax, respectively.  In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period.  We conduct a study annually of our ownership changes.  Based on the results of our studies, we have determined that we do not have any ownership changes on or prior to December 31, 2013 which would result in limitations of our NOL, capital loss or R&D credit carry-forwards under Section 382. 

Uncertain Tax Positions

We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions.  We have identified our Federal and Florida tax returns as our only major jurisdictions, as defined.  The periods subject to examination for those returns are the 1996 through 2013 tax years.

At December 31, 2013, we had an unrecognized tax benefit of approximately $1.4 million.  A reconciliation of the amount recorded for unrecognized tax benefits for the years ended December 31, 2013,  2012, and 2011 is as follows:

	For the years ended December 31,
	2013		2012		2011
Unrecognized tax benefits – beginning of year	$	1,369,614		1,369,614		1,369,614
Gross increases – tax positions in prior period		0		0		0
Change in Estimate		0		0		0
Unrecognized tax benefits – end of year	$	1,369,614		1,369,614		1,369,614

Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of a valuation allowance.   Approximately $0.47 million, net of tax effect, of the unrecognized tax benefit is related to excess tax benefits related to share-based compensation which would be recorded as an adjustment to equity rather than a decrease in earnings, if reversed. 

Our policy is that we recognize interest and penalties accrued on any unrecognized tax benefits as a component of our income tax expense.  We do not have any accrued interest or penalties associated with any unrecognized tax benefits.  For the years ended December 31, 2013, 2012,  and 2011, we did not incur any income tax-related interest income, expense or penalties.

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Share-Based Compensation

12 Months Ended

Dec. 31, 2013

Share-Based Compensation [Abstract]

Share-Based Compensation

8. SHARE-BASED COMPENSATION

We did not capitalize any expense related to share-based payments.  The following table presents share-based compensation expense included in our statements of comprehensive loss for the years ended December 31, 2013, 2012, and 2011, respectively:

	Year ended December 31,
	2013		2012		2011
Research and development expense	$	1,594,603	$	765,126	$	706,734
Sales and marketing expense		327,199		207,125		121,384
General and administrative expense		5,009,636		2,581,163		609,056
Total share-based expense	$	6,931,438	$	3,553,414	$	1,437,174

As of December 31, 2013, there was $4,131,257 of total unrecognized compensation cost, net of estimated forfeitures, related to all non-vested share-based compensation awards.  That cost is expected to be recognized over a weighted-average period of 1.1 years. 

Stock Incentive Plans

2000 Performance Equity Plan

We adopted a performance equity plan in July 2000 (the “2000 Plan”). The 2000 Plan provides for the grant of options and other stock awards to employees, directors and consultants, not to exceed 5,000,000 shares of common stock.  The 2000 Plan provides for benefits in the form of nonqualified stock options, stock appreciation rights, restricted share awards, stock bonuses and various stock benefits or cash.  Prior to July 2010, the 2000 Plan also provided for awards of incentive stock options.   Forfeited and expired options under the 2000 Plan become available for reissuance.   The plan provides that no participant may be granted awards in excess of 1,000,000 shares in any calendar year.  At December 31, 2013, 631,134 shares of common stock were available for future grants. 

2008 Equity Incentive Plan

We adopted an equity incentive plan in August 2008 (the “2008 Plan”).  The 2008 Plan provides for the grant of stock-based awards to employees (excluding named executives), directors and consultants, not to exceed 500,000 shares of common stock.  The 2008 Plan provides for benefits in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted share awards, and other stock based awards.  Forfeited and expired options under the 2008 Plan become available for reissuance.  The plan provides that no participant may be granted awards in excess of 50,000 shares in any calendar year.  At December 31, 2013, 8,315 shares of common stock were available for future grants.

2011 Long-Term Incentive Equity Plan

We adopted a long-term incentive equity plan in September 2011 (the “2011 Plan”).  The 2011 Plan provides for the grant of stock-based awards to employees, officers, directors and consultants, not to exceed 5,000,000 shares of common stock.  The Plan provides for benefits in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted share awards, and other stock based awards.  Forfeited and expired options under the 2011 Plan become available for reissuance.  The plan provides that no participant may be granted awards in excess of 1,500,000 shares in any calendar year.  At December 31, 2013, 7,000 shares of common stock were available for future grants.

Restricted Stock Awards

RSAs are issued as executive and employee incentive compensation and as payment for services to others.  The value of the award is based on the closing price of our common stock on the date of grant.  RSAs are generally immediately vested.   We had no unvested RSAs at December 31, 2013, 2012, or 2011 and no RSAs were forfeited during 2013, 2012, or 2011. 

Restricted Stock Units

RSUs are issued as incentive compensation to executives, employees, and non-employee directors as well as payment for services to consultants.   Each RSU represents a right to one share of our common stock, upon vesting.  The RSUs are not entitled to voting rights or dividends, if any, until vested.  RSUs generally vest over a three year period for employee awards, a one year period for non-employee director awards and the life of the related service contract for third-party awards.  The fair value of RSUs is generally based on the closing price of our common stock on the date of grant and is amortized to share-based compensation expense over the estimated life of the award, generally the vesting period.   In the case of RSUs issued to consultants, the fair value is recognized based on the closing price of our common stock on each vesting date. 

Plan-Based RSAs and RSU

The following table presents a summary of RSA and RSU activity under the 2000, 2008, and 2011 Plans (collectively, the “Stock Plans”) as of December 31, 2013:

	Non-vested Shares
	Shares	Weighted-Average Grant-Date Fair Value
Non-vested at beginning of year	953,842	$	2.67
Granted	259,290		3.99
Vested	(214,082)		3.22
Forfeited	0		0
Non-vested at end of year	999,050	$	2.90

The total fair value of RSAs and RSUs vested under the Stock Plans for the year ended December 31, 2013 is $871,417. 

Non-Plan RSUs

RSUs granted outside the Stock Plans represent awards issued as payment for services to consultants.  The shares underlying these non-plan RSUs are unregistered.

	Non-vested Shares
	Shares	Weighted-Average Grant-Date Fair Value
Non-vested at beginning of year	480,000	$	0.99
Granted	900,000		3.90
Vested	(496,666)		1.09
Forfeited	0		0
Non-vested at end of year	883,334	$	3.90

Non-plan RSUs include 150,000 RSUs granted to consultants in November 2013 that vest over a six month period beginning December 31, 2013.  Non-plan RSUs also include 750,000 RSUs granted in November 2013 to these same consultants as performance incentives.  These RSUs vest only upon achievement of certain market conditions, as measured based on the closing price of our common stock during a period ending on the earlier of (i) December 31, 2015 or (ii) thirty days following termination of the related consulting agreement.  Upon thirty days’ notice, the consulting agreements may be terminated and any unvested portion of the RSUs will be cancelled.

Compensation cost related to the vesting of non-plan RSUs was approximately $1,912,000, $960,000, and $29,000 for the periods ended December 31, 2013, 2012, and 2011 respectively, and is included ingeneral and administrative expense in the table of share-based compensation expense shown above. 

Stock Options and Warrants

Stock options are issued as incentive compensation to executives, employees, and non-employee directors as well as payment for services to consultants.  In addition, we have granted warrants to investors in connection with securities offerings (see Note 9).  Stock options and warrants are generally granted with exercise prices at or above fair market value of the underlying shares at the date of grant. 

Plan-Based Options

Options for employees, including executives and non-employee directors, are generally granted under the Stock Plans.  The following table presents a summary of option activity under the Stock Plans for the year ended December 31, 2013:

	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at beginning of year	7,514,697	$	3.26
Granted	258,780		3.32
Exercised	(217,181)		1.21
Forfeited	0		0
Expired	(627,086)		8.36
Outstanding at end of year	6,929,210		2.87	4.40	years	$	15,433,876
Exercisable at end of year	4,780,057	$	3.24	3.98	years	$	10,042,794

The weighted average fair value of option shares granted during the years ended December 31, 2013, 2012, and 2011 was $2.53, $2.65, and $0.66, respectively.  The total fair value of option shares vested during the years ended December 31, 2013, 2012, and 2011, was $3,285,859, $1,404,456, and $192,959, respectively. 

The fair value of options granted under the Stock Plans is estimated using the Black-Scholes option pricing model.  Generally, fair value is determined as of the grant date.  In the case of option grants to third parties, the fair value is estimated at each interim reporting date until vested. 

The fair value of option grants under the Stock Plans for the years ended December 31, 2013, 2012, and 2011 respectively, was estimated using the Black-Scholes option-pricing model with the following assumptions:

	Year ended December 31,
	2013	2012	2011
Expected option term 1	5 to 6 years	6 to 7 years	5 to 6 years
Expected volatility factor 2	97.9% to 103.7%	90.2% to 94.8%	92.0% to 97.7%
Risk-free interest rate 3	0.8% to 1.8%	0.8% to 1.0%	0.9% to 2.0%
Expected annual dividend yield	0%	0%	0%

1The expected term was generally determined based on historical activity for grants with similar terms and for similar groups of employees and represents the period of time that options are expected to be outstanding.  For employee options, groups of employees with similar historical exercise behavior are considered separately for valuation purposes.   For consultants, the expected term was determined based on the contractual life of the award.

2The stock volatility for each grant is measured using the weighted average of historical daily price changes of our common stock over the most recent period equal to the expected option life of the grant.  

3The risk-free interest rate for periods equal to the expected term of the share option is based on the U.S. Treasury yield curve in effect at the measurement date. 

The aggregate intrinsic value of plan-based options exercised during 2013, 2012, and 2011 was $648,433,  $62,945, and $0, respectively.

Non-Plan Options and Warrants

Options and warrants granted outside the Stock Plans represent options issued as payment for services to consultants and warrants issued in connection with offerings of securities.  As of December 31, 2013, all outstanding non-plan options and warrants have been registered by us on a registration statement.  The following table presents a summary of non-plan option and warrant activity for the year ended December 31, 2013:

	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at beginning of year	2,967,911	$	0.87
Granted	0		0
Exercised	(1,008,394)		0.99
Forfeited	0		0
Expired	0		0
Outstanding at end of year	1,959,517		0.81	1.96	years	$	7,336,710
Exercisable at end of year	1,959,517	$	0.81	1.96	years	$	7,336,710

The aggregate fair value of non-plan options and warrants vested during the years ended December 31, 2013, 2012, and 2011 was $129,192, $166,668, and $470,383, respectively. 

Non-plan options and warrants outstanding at December 31, 2013 and 2012 include warrants issued in connection with the sale of equity securities in various public and private placement transactions from 2009 to 2011 that represent 1,849,517 and 2,607,911 shares respectively (see Note 9).  The estimated fair value of these warrants as of December 31, 2013 and 2012 are included in shareholders’ equity in the accompanying balance sheets. 

The fair value of non-plan options and warrants for the years ended December 31, 2013, 2012, and 2011, respectively, was estimated using the Black-Scholes option-pricing model at each measurement date with the following assumptions:

	Year ended December 31,
	2013	2012	2011
Expected option term 1	4 to 5 years	4 to 6 years	4 to 5 years
Expected volatility factor 2	91.5% to 104%	93.4% to 104.3%	89.4% to 100.2%
Risk-free interest rate 3	0.5% to 1.0%	0.7% to 1.0%	0.9% to 2.4%
Expected annual dividend yield	0%	0%	0%

1The expected term was determined based on the remaining contractual life of the award on the measurement date.

2The stock volatility for each grant is measured using the weighted average of historical daily price changes of our common stock over the most recent period equal to the expected life of the award.  

3The risk-free interest rate for periods equal to the expected term of the award is based on the U.S. Treasury yield curve in effect at the measurement date. 

The aggregate intrinsic value of non-plan options and warrants exercised during 2013, 2012, and 2011 was $3,038,635, $3,831,971 and $232,269respectively. 

Options and Warrants by Price Range

The options and warrants outstanding at December 31, 2013 under all plans, including the non-plan options and warrants, have exercise price ranges, weighted average contractual lives, and weighted average exercise prices are as follows:

	Options and Warrants Outstanding				Options and Warrants Exercisable
Range of Exercise Prices	Number Outstanding at December 31,  2013	Wtd. Avg. Exercise Price		Wtd. Avg. Remaining Contractual Life	Number Exercisable at December 31, 2013	Wtd. Avg. Exercise Price		Wtd. Avg. Remaining Contractual Life
$0.54 - $0.88	1,960,208	$	0.59	2.29	1,925,030	$	0.59	2.25
$0.89 - $1.88	2,708,742	$	1.00	4.54	1,771,182	$	1.01	4.35
$2.01 - $3.13	3,019,371	$	2.81	5.21	1,972,987	$	2.84	5.00
$3.15 - $5.40	404,655	$	4.30	2.98	274,624	$	4.35	1.14
$5.70 - $8.60	337,470	$	6.74	1.10	337,470	$	6.74	1.10
$9.06 - $26.75	458,281	$	11.08	0.58	458,281	$	11.08	0.58
	8,888,727	$	2.41	3.87	6,739,574	$	2.53	3.39

Upon exercise of options and warrants under all plans, we issue new shares of our common stock.   For shares issued upon exercise of warrants or equity awards granted under the Stock Plans, the shares of common stock are registered.   For shares issued upon exercise of non-plan RSU or option awards, the shares are not registered unless they have been subsequently registered by us on a registration statement.  Cash received from option and warrant exercises for the years ended December 31, 2013, 2012, and 2011, was $1,147,380, $1,381,694, and $330,938, respectively.  No tax benefit was realized for the tax deductions from exercise of the share-based payment arrangements for the years ended December 31, 2013, 2012, and 2011 as the benefits were fully offset by a valuation allowance (see Note 7).

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Shareholder Protection Rights Agreement

12 Months Ended

Dec. 31, 2013

Shareholder Protection Rights Agreement [Abstract]

Shareholder Protection Rights Agreement

10.  SHAREHOLDER PROTECTION RIGHTS AGREEMENT

On November 21, 2005, we adopted a Shareholder Protection Rights Agreement (“Rights Agreement”) which calls for the issuance, on November 29, 2005, as a dividend, rights to acquire fractional shares of Series E Preferred Stock.  We did not assign any value to the dividend as the value of these rights is not believed to be objectively determinable.  The principal objective of the Rights Agreement is to cause someone interested in acquiring us to negotiate with our Board of Directors rather than launch an unsolicited or hostile bid.  The Rights Agreement subjects a potential acquirer to substantial voting and economic dilution.  Each share of Common Stock issued by ParkerVision will include an attached right. 

The rights initially are not exercisable and trade with the Common Stock of ParkerVision.  In the future, the rights may become exchangeable for shares of Series E Preferred Stock with various provisions that may discourage a takeover bid.  Additionally, the rights have what are known as “flip-in” and “flip-over” provisions that could make any acquisition of us more costly to the potential acquirer.  The rights may separate from the Common Stock following the acquisition of 15% or more of the outstanding shares of Common Stock by an acquiring person.  Upon separation, the holder of the rights may exercise their right at an exercise price of $45 per right (the “Exercise Price”), subject to adjustment and payable in cash. 

Upon payment of the exercise price, the holder of the right will receive from us that number of shares of Common Stock having an aggregate market price equal to twice the Exercise Price, as adjusted.   The Rights Agreement also has a flip over provision allowing the holder to purchase that number of shares of common/voting equity of a successor entity, if we are not the surviving corporation in a business combination, at an aggregate market price equal to twice the Exercise Price. 

We have the right to substitute for any of our shares of Common Stock that we are obligated to issue, shares of Series E Preferred Stock at a ratio of one ten-thousandth of a share of Series E Preferred Stock for each share of Common Stock.  The Series E Preferred Stock, if and when issued, will have quarterly cumulative dividend rights payable when and as declared by the board of directors, liquidation, dissolution and winding up preferences, voting rights and will rank junior to other securities of ParkerVision unless otherwise determined by the board of directors.

The rights may be redeemed upon approval of the board of directors at a redemption price of $0.01.  The Rights Agreement expires on November 21, 2015.

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Liquidity (Details) (USD $)	3 Months Ended								12 Months Ended			0 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Mar. 13, 2014 Private Placement [Member]
liquidity And Working Capital [Line Items]
Net loss	$ (7,859,000)	$ (6,424,000)	$ (7,127,000)	$ (6,462,000)	$ (6,174,000)	$ (5,019,000)	$ (5,061,000)	$ (4,068,000)	$ (27,872,293)	$ (20,321,812)	$ (14,573,353)
Net cash used in operating activities									(18,861,413)	(14,663,683)	(11,436,547)
Accumulated deficit	(290,010,708)				(262,138,415)				(290,010,708)	(262,138,415)
Net working capital	15,200,000								15,200,000
Cash, cash equivalents, and available for sale securities	17,200,000								17,200,000
Proceeds from issurance of common stock in private placement												$ 11,900,000

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Share-Based Compensation (Summary Of Option Activity) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Plan Based [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Shares, Beginning of year	7,514,697
Options granted	258,780
Exercised, Shares	(217,181)
Forfeited, Shares	0
Expired, Shares	(627,086)
Outstanding, Shares, End of year	6,929,210
Outstanding, Weighted Average Exercise Price, Beginning of year	$ 3.26
Granted, Weighted Average Exercise Price	$ 3.32
Exercised, Weighted Average Exercise Price	$ 1.21
Forfeited, Weighted Average Exercise Price	$ 0.00
Expired, Weighted Average Exercise Price	$ 8.36
Outstanding, Weighted Average Exercise Price, End of year	$ 2.87
Outstanding, Weighted Average Remaining Contractual Term	4 years 4 months 24 days
Outstanding, Aggregate Intrinsic Value	$ 15,433,876
Exercisable, Shares	4,780,057
Exercisable, Weighted Average Exercise Price	$ 3.24
Exercisable, Weighted Average Remaining Contractual Term	3 years 11 months 23 days
Exercisable, Aggregate Intrinsic Value	10,042,794
Non Plan [Member] | Warrants And Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Shares, Beginning of year	2,967,911
Options granted	0
Exercised, Shares	(1,008,394)
Forfeited, Shares	0
Expired, Shares	0
Outstanding, Shares, End of year	1,959,517
Outstanding, Weighted Average Exercise Price, Beginning of year	$ 0.87
Granted, Weighted Average Exercise Price	$ 0.00
Exercised, Weighted Average Exercise Price	$ 0.99
Forfeited, Weighted Average Exercise Price	$ 0.00
Expired, Weighted Average Exercise Price	$ 0.00
Outstanding, Weighted Average Exercise Price, End of year	$ 0.81
Outstanding, Weighted Average Remaining Contractual Term	1 year 11 months 16 days
Outstanding, Aggregate Intrinsic Value	7,336,710
Exercisable, Shares	1,959,517
Exercisable, Weighted Average Exercise Price	$ 0.81
Exercisable, Weighted Average Remaining Contractual Term	1 year 11 months 16 days
Exercisable, Aggregate Intrinsic Value	$ 7,336,710

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Quarterly Financial Data

12 Months Ended

Dec. 31, 2013

Quarterly Financial Data [Abstract]

Quaterly Financial Data

15.  QUARTERLY FINANCIAL DATA (UNAUDITED) 

The quarterly financial data presented below is in thousands except for per share data:

	For the three months ended
	March 31, 2013		June 30, 2013		September 30, 2013		December 31, 2013
Revenues	$	0	$	0	$	0	$	0
Gross margin		0		0		0		0
Net loss		(6,462)		(7,127)		(6,424)		(7,859)
Basic and diluted net loss per common share	$	(0.08)	$	(0.08)	$	(0.07)	$	(0.08)

	For the three months ended
	March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012
Revenues	$	0	$	0	$	0	$	0
Gross margin		0		0		0		0
Net loss		(4,068)		(5,061)		(5,019)		(6,174)
Basic and diluted net loss per common share	$	(0.06)	$	(0.07)	$	(0.06)	$	(0.07)

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Property And Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2013

Property And Equipment, Net [Abstract]

Schedule Of Property And Equipment

	2013		2012
Equipment and software	$	8,158,454	$	8,082,091
Leasehold improvements		837,377		837,377
Furniture and fixtures		502,397		505,428
		9,498,228		9,424,896
Less accumulated depreciation and amortization		(9,190,843)		(9,021,450)
	$	307,385	$	403,446

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Share Based Compensation (Schedule Of Share-Based Compensation Expense Included In Statements Of Operations) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based expense	$ 6,931,438	$ 3,553,414	$ 1,437,174
Research And Development Expense [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based expense	1,594,603	765,126	706,734
Sales And Marketing Expense [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based expense	327,199	207,125	121,384
General And Administrative Expense [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based expense	$ 5,009,636	$ 2,581,163	$ 609,056

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Intangible Assets (Schedule Of Intangible Assets) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 19,517,020	$ 18,864,991
Accumulated Amortization	10,964,588	9,886,890
Net book value	8,552,432	8,978,101
Patents and copyrights [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	18,943,020	18,290,991
Accumulated Amortization	10,397,136	9,329,438
Net book value	8,545,884	8,961,553
Licensing Fees [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	574,000	574,000
Accumulated Amortization	567,452	557,452
Net book value	$ 6,548	$ 16,548

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Statements Of Shareholders' Equity (USD $)	Common Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Warrant [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Shareholders' equity - beginning of year at Dec. 31, 2010	$ 527,520	$ (7,816)	$ 16,534,516	$ 226,780,738	$ (227,243,250)	$ 16,591,708
Shareholders' equity - beginning of year, shares at Dec. 31, 2010	52,752,036
Issuance of common stock upon exercise of options and warrants	6,875			498,867		330,938
Issuance of common stock upon exercise of options and warrants, shares	687,461
Issuance of common stock and warrants in private and public offerings	138,235			10,001,901		10,556,754
Issuance of common stock and warrants in private and public offerings, shares	13,823,477
Share-based compensation	3,108			1,434,066		1,437,174
Share-based compensation, shares	310,801
Change in unrealized (loss) gain on available for sale securities		(2,602)
Exercise of warrants			(174,804)
Expiration of warrants			(8,126,544)	8,126,544
Issuance of warrants in connection with pubilc offering			416,618
Net loss					(14,573,353)	(14,573,353)
Comprehensive loss						(14,575,955)
Shareholders' equity - end of year at Dec. 31, 2011	675,738	(10,418)	8,649,786	246,842,116	(241,816,603)	14,340,619
Shareholders' equity - end of year, shares at Dec. 31, 2011	67,573,775
Issuance of common stock upon exercise of options and warrants	22,581			2,042,922		1,381,694
Issuance of common stock upon exercise of options and warrants, shares	2,258,188
Issuance of common stock and warrants in private and public offerings	125,209			17,430,465		17,555,674
Issuance of common stock and warrants in private and public offerings, shares	12,520,811
Share-based compensation	5,508			3,547,906		3,553,414
Share-based compensation, shares	550,835
Change in unrealized (loss) gain on available for sale securities		10,398
Exercise of warrants			(683,809)
Expiration of warrants			(6,884,927)	6,884,927
Issuance of warrants in connection with pubilc offering			0
Net loss					(20,321,812)	(20,321,812)
Comprehensive loss						(20,311,414)
Shareholders' equity - end of year at Dec. 31, 2012	829,036	(20)	1,081,050	276,748,336	(262,138,415)	16,519,987
Shareholders' equity - end of year, shares at Dec. 31, 2012	82,903,609					82,903,609
Issuance of common stock upon exercise of options and warrants	11,975			1,553,355		1,147,380
Issuance of common stock upon exercise of options and warrants, shares	1,197,541
Issuance of common stock and warrants in private and public offerings	83,966			27,244,009		27,327,975
Issuance of common stock and warrants in private and public offerings, shares	8,396,573
Share-based compensation	7,108			6,924,330		6,931,438
Share-based compensation, shares	710,748
Change in unrealized (loss) gain on available for sale securities		(8,195)
Exercise of warrants			(417,950)
Expiration of warrants			0	0
Issuance of warrants in connection with pubilc offering			0
Net loss					(27,872,293)	(27,872,293)
Comprehensive loss						(27,880,488)
Shareholders' equity - end of year at Dec. 31, 2013	$ 932,085	$ (8,215)	$ 663,100	$ 312,470,030	$ (290,010,708)	$ 24,046,292
Shareholders' equity - end of year, shares at Dec. 31, 2013	93,208,471					93,208,471

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Prepaid Expenses And Other

12 Months Ended

Dec. 31, 2013

Prepaid Expenses And Other [Abstract]

Prepaid Expenses And Other

4. PREPAID EXPENSES AND OTHER

Prepaid expenses and other current assets consisted of the following at December 31, 2013 and 2012:

		2013		2012
Prepaid insurance	$	409,790	$	401,373
Cash surrender value of life insurance		0		456,452
Other current assets		142,171		119,485
	$	551,961	$	977,310

In January 2013, we surrendered a key-man whole life policy in favor of a term-life policy.  The aggregate net cash surrender value of the whole-life policy at December 31, 2012, as determined by the insurance carrier, was included in prepaid and other current assets.

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Commitments And Contingencies (Contractual Obligations) (Details) (USD $)	Dec. 31, 2013
Commitments And Contingencies [Abstract]
Operating leases 2014	$ 362,200
Operating leases 2015	248,900
Operating leases 2016	248,900
Operating leases 2017	106,800
Operating Leases Total	966,800
Capital Leases 2014	30,000
Capital Leases 2015	7,500
Capital Leases 2016	0
Capital Leases 2017	0
Capital Leases, Total	$ 37,500

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Intangible Assets [Abstract]

Schedule Of Intangible Assets

	2013
	Gross Carrying Amount		Accumulated Amortization		Net Value
Patents and copyrights	$	18,943,020	$	10,397,136	$	8,545,884
Prepaid licensing fees		574,000		567,452		6,548
	$	19,517,020	$	10,964,588	$	8,552,432
	2012
	Gross Carrying Amount		Accumulated Amortization		Net Value
Patents and copyrights	$	18,290,991	$	9,329,438	$	8,961,553
Prepaid licensing fees		574,000		557,452		16,548
	$	18,864,991	$	9,886,890	$	8,978,101

Schedule of Amortization Expense

		Amortization Expense
	Weighted average estimated life (in years)
		2013		2012		2011
Patents and copyrights	17	$	1,067,698	$	1,049,446	$	1,013,681
Prepaid licensing fees	2		10,000		3,452		0
Total amortization		$	1,077,698	$	1,052,898	$	1,013,681

Schedule Of Expected Amortization Expense

2014	$	1,054,955
2015		953,970
2016		917,996
2017		915,396
2018		859,572
2019 and thereafter		3,850,543
Total	$	8,552,432

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Property And Equipment, Net (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property And Equipment, Net [Abstract]
Depreciation	$ 174,444	$ 185,146	$ 314,113
Capital lease depreciation expense	28,748	24,100	14,371
Accumulated depreciation	87,654	58,906	34,806
Capital lease interest rate		15.25%
Capital lease obligation	0	71,925	0
Monthly payments		$ 2,500

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Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Measurements [Abstract]

Fair Value Measurements

14.FAIR VALUE MEASUREMENTS

We have determined the estimated fair value amounts of our financial instruments using available market information.  Our assets that are measured at fair value on a recurring basis included in our balance sheet at December 31, 2013 and 2012 are:

			Fair Value Measurements
	Total		Quoted Prices in Active Markets  (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2013:
Available for sale securities:
Municipal bond
mutual funds	$	16,957,489	$	16,957,489	$	0	$	0
December 31, 2012:
Available for sale securities:
Municipal bond
mutual funds	$	8,041,904	$	8,041,904	$	0	$	0