Quarterly report pursuant to Section 13 or 15(d)

RELATED PARTY TRANSACTIONS

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RELATED PARTY TRANSACTIONS
9 Months Ended
Mar. 31, 2012
Related Party Transactions Disclosure [Text Block]

NOTE D - RELATED PARTY TRANSACTIONS


 

 

 

 

 

1)

The Company has a license agreement that earned royalties of approximately $14,000 and $4,000 during the three months ended March 31, 2012 and 2011, respectively. A stockholder of the Company is an officer of the licensee. The Company earned royalties of approximately $32,000 and $14,000 during the nine months ended March 31, 2012 and 2011, respectively.

 

 

 

 

2)

During the three and nine months ended March 31, 2012, the Company had three services arrangements with the Center for Molecular Biotechnology of Fraunhofer USA, Inc. (“FhCMB”) for research and development.

 

 

 

 

 

A)

In 2003, the Company entered into a Technology Transfer Agreement, as amended (“TTA”) which requires FhCMB to provide the Company with research and development services related to the commercialization of the Technology and allows FhCMB to apply the Technology to the development and production of certain vaccines for use in developing countries as defined in the agreement. The most recent amendment to the TTA requires: 1) the Company to make payments to FhCMB of $2,000,000 per year for five years, aggregating $10,000,000, for such services beginning in November 2009; and 2) FhCMB to expend at least equal amounts during the same timeframe for research and development services related to the commercialization of the Technology. Additionally, under the terms of the TTA and for a period of fifteen years: 1) the Company shall pay FhCMB a defined percent (per the agreement) of all receipts derived by the Company from sales of products produced utilizing the Technology and a defined percentage (per the agreement) of all receipts derived by the Company from licensing the Technology to third parties with an overall minimum annual payment of $200,000 beginning with the twelve months ended December 2010; and 2) FhCMB shall pay the Company a defined percentage (per the agreement) of all receipts from sales, licensing, or commercialization of the Technology in developing countries as defined in the agreement. All new intellectual property invented by FhCMB during the period of the TTA is owned by and is required to be transferred to iBio.

 

 

 

 

 

 

B)

In December 2010, the Company and FhCMB entered into a $1,660,000 research services agreement to evaluate gene expression and protein production, focused on a series of product candidates, using the iBioLaunch platform.

 

 

 

 

 

 

C)

In March 2011, the Company and FhCMB entered into a $432,000 research services agreement for the evaluation of the mechanism of immune-potentiating activity of lichenase (LicKM), which is a thermostable bacterial enzyme used as a carrier molecule for vaccine antigens. The value of lichenase is as an immunomodulator. Fraunhofer completed their research during the nine months ended March 31, 2012 and the Company recorded the entire cost of the agreement as of March 31, 2012.

 

 

 

 

 

 

Below are expenses recorded with transactions associated with FhCMB for the three and nine months ended March 31, 2012 and 2011 and amounts included in the balance sheet accounts as of March 31, 2012 and June 30, 2011, respectively.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
March 31,

 

Nine Months Ended
March 31,

 

 

 


 


 

 

 

2012

 

2011

 

2012

 

2011

 

 

 


 


 


 


 

Research and development expense

 

$

1,034,000

 

$

866,000

 

$

3,422,000

 

$

1,200,000

 

Royalty expense

 

 

50,000

 

 

50,000

 

 

150,000

 

 

150,000

 


 

 

 

 

 

 

 

 

 

 

As of March
31, 2012

 

As of June
30, 2011

 

 

 


 


 

Prepaid expenses and other current assets

 

$

816,000

 

$

760,000

 

Accounts payable and accrued expenses

 

 

1,746,000

 

 

2,360,000

 


 

 

 

 

3)

On February 1, 2012, the Company entered into a consulting agreement with a member of the board of directors, primarily for business development. The agreement is for six months at $15,000 per month and 60,000 options to purchase common stock at $0.93 per share. These options vest in six equal monthly installments of 10,000 and expire in ten years.

 

 

 

 

4)

On March 1, 2012, the Company entered into a consulting agreement with an executive officer of FhCMB to be the Company’s Scientific Advisor who was the former Chief Scientific Officer (CSO) of iBio effective February 29, 2012. As compensation, 300,000 unvested options that the former CSO had were allowed to continue to vest in accordance with the original terms of his option award. The fair market value of this non-employee option award at the date of grant for the unvested warrants was $243,000, and will continue to be amortized over the vesting terms. The initial option grant of 500,000 options to purchase common stock was granted on February 25, 2010 with an exercise price of $0.87 per share that expires in ten years. This option vests ratably on January 1, 2011and four subsequent anniversary dates.

 

 

 

 

5)

The Company entered into an agreement with a vendor, whose minority stockholder is the President of the Company. The vendor performs laboratory feasibility analyses of gene expression and protein purification and also preparation of research samples. The expense for the three and nine months is approximately $119,000.