Related Party Transactions Disclosure [Text Block] |
NOTE D - RELATED PARTY
TRANSACTIONS
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1)
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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.
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2)
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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.
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A)
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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.
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B)
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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.
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C)
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In March 2011, the Company and FhCMB
entered into a $432,000 research services agreement for
the evaluation of the mechanism of immune-potentiating
activity of lichenase (LicKM), which is a thermostable
bacterial enzyme used as a carrier molecule for vaccine
antigens. The value of lichenase is as an
immunomodulator. Fraunhofer completed their research
during the nine months ended March 31, 2012 and the
Company recorded the entire cost of the agreement as of
March 31, 2012.
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Below are expenses recorded with
transactions associated with FhCMB for the three and
nine months ended March 31, 2012 and 2011 and amounts
included in the balance sheet accounts as of March 31,
2012 and June 30, 2011, respectively.
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Three Months Ended
March 31,
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Nine Months Ended
March 31,
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2012
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2011
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2012
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2011
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Research and development expense
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$
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1,034,000
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$
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866,000
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$
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3,422,000
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$
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1,200,000
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Royalty expense
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50,000
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50,000
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150,000
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150,000
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As of March
31, 2012
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As of June
30, 2011
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Prepaid expenses and other current
assets
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$
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816,000
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$
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760,000
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Accounts payable and accrued
expenses
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1,746,000
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2,360,000
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3)
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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.
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4)
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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.
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5)
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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.
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