Related Party Transactions Disclosure [Text Block] |
NOTE K - RELATED PARTY
TRANSACTIONS
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1)
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During the years ended June 30, 2012 and
2011, the Company maintained a license agreement with
its Former Parent. The Company earned royalties of
approximately $34,000 and $23,000 during the years
ended June 30, 2012 and 2011, respectively. A
shareholder of the Company is also an officer of the
Former Parent.
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2)
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During the years ended June 30, 2012 and
2011, the Company had four service arrangements with
the Center for Molecular Biotechnology of Fraunhofer
USA, Inc. (“FhCMB”) for research and
development. During part of the year ended June 30,
2012 and the entire year ended June 30, 2011, the
Company’s CSO was an Executive Officer of FhCMB.
Since March 1, 2012, this former CSO has a consulting
agreement to be the Company’s Scientific
Advisor.
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A)
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In 2003, the Company entered into a 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 15 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. The expense for the
year ended June 30, 2012 and 2011 was approximately
$2,200,000 and $1,533,000, respectively. During the
year ended June 30, 2010, the Company expensed the
second $1,000,000 obligation under this agreement to
pay for a cGMP plant at FhCMB. Because of the timing of
the obligation, there was no prepaid balance to expense
during the year ended June 30, 2011. The Company has
consistently applied the accounting treatment as the
expense is recorded and as services are rendered. The
Company is charged interest by FhCMB on certain
outstanding balances at prime plus 2 percent.
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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. The expense for the years ended
June 30, 2012 and 2011 was approximately $643,000 and
$457,000, respectively.
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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 LicKM is as
an immunomodulator. Fraunhofer completed their research
during the year ended June 30, 2012 and the Company
recorded the entire cost of the agreement as of June
30, 2012. The expense for the years ended June 30, 2012
and 2011 was $296,000 and $135,000 respectively.
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D)
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In January 2011, the Company has a
commercial, royalty-bearing license to
Fiocruz/Bio-Manguinhos (“Fiocruz”) of Brazil
to develop, manufacture and sell certain vaccines based
upon our proprietary technology. Fiocruz is expected to
invest $6,500,000 to bring the first product candidate,
a new yellow fever vaccine, through a Phase I clinical
trial. iBio engaged FhCMB to perform research and
development activity in conjunction with this contract.
The expected research and development expense to
service this opportunity is approximately $6,500,000.
The Company does not expect to earn a profit until it
receives a license fee. The expense for the years ended
June 30, 2012 and 2011 was approximately $1,277,000 and
$520,000, respectively.
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E)
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Pursuant to an agreement, FhCMB is
required to reimburse the Company for patent related
costs. Included in current receivables and other
current assets as of June 30, 2012 and 2011, there is
approximately $177,000 and $223,000, respectively. The
Company recorded a $100,000 vendor concession to
general and administrative expenses and reduced the
asset to its net realizable value during the year ended
June 30, 2012.
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Below are expenses recorded for
transactions associated with FhCMB for the years ended
June 30, 2012 and 2011 and amounts included in the
balance sheet for accounts as of June 30, 2012 and
2011:
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For the Year
Ended June
30, 2012
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For the Year
Ended June
30, 2011
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Research and development expenses
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$4,216,000
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$2,445,000
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Royalty expenses
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200,000
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200,000
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Interest expense
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62,000
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50,000
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As of June
30, 2012
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As of June
30, 2011
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Prepaid expenses, other receivable and
other current assets
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$844,000
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$983,000
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Accounts payable and accrued
expenses
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2,591,000
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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. The
consulting expense for the year ended June 30, 2012 was
$75,000. The Company pays an annual fee of $10,000 to a
member of the Board of Directors per year. The
aggregate expense for the years ended June 30, 2012 and
2011 was $85,000 and $1,000, respectively.
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4)
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On March 1, 2012, the Company’s
CSO ceased his employment as CSO and instead became a
consultant to the Company as its Chief Scientific
Advisor. As of February 29, 2012, the former CSO had a
prior outstanding option grant to purchase 500,000
shares of common stock of which 200,000 were vested. As
compensation for his prospective role as Chief
Scientific Advisor, the 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
agreement. The fair market value of this non-employee
option award at the date of grant for the unvested
options was $234,000, and will continue to be amortized
over the vesting terms. The initial option was granted
on February 25, 2010 with an exercise price of $0.87
per share, and expires in ten years subject to other
vesting conditions. The remaining options will vest
ratably on January 1, 2013 and on each of the two
subsequent anniversary dates.
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5)
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The Company entered into an agreement
during the year ended June 30, 2012, 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 years ended June 30, 2012 and 2011 approximated
$225,000 and $0, respectively. Included in accounts
payable at June 30, 2012 and 2011, was approximately
$64,000 and $0, respectively.
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