Quarterly report pursuant to Section 13 or 15(d)

Significant Vendor

v3.4.0.3
Significant Vendor
 9 Months Ended
Mar. 31, 2016
Significant Vendor [Abstract]  
Significant Vendor Disclosures [Text Block]
7.
Significant Vendor
 
Fraunhofer was the Company’s most significant vendor solely on the basis of the three-party Yellow Fever vaccine development program among Fiocruz/Bio-Manguinhos, the Company, and Fraunhofer (described in greater detail below).  The accounts payable balance under this three-party agreement includes amounts due Fraunhofer of approximately $417,000 and $445,000 as of March 31, 2016 and June 30, 2015, respectively. For the three months ended March 31. 2016 and 2015, research and development expenses related to Fraunhofer were approximately $357,000 and $348,000, respectively. For the nine months ended March 31, 2016 and 2015, research and development expenses related to Fraunhofer were approximately $635,000 and $1,535,000, respectively. See Note 14 – Commitments and Contingencies.
 
Other than for final completion of the current phase of the Yellow Fever vaccine program, the Company is not reliant on Fraunhofer as a vendor. The Company obtains the majority of the services it requires for both its own product development and for work it performs for clients from its subsidiary company, iBio CMO LLC and from Novici Biotech LLC. The Company obtains new intellectual property and patent rights from iBio CMO LLC, Novici Biotech LLC, and other contractors and academic collaborators and/or licensors.
 
In September 2013, the Company and Fraunhofer completed the Terms of Settlement for the TTA Seventh Amendment (the “Settlement Agreement”), the significant terms of which are as follows:
 
 
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The Company’s liabilities to Fraunhofer in the amount of approximately $2.9 million as of June 30, 2013 were released and terminated;
 
 
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The Company’s obligation under the TTA, prior to the Settlement Agreement, to make three $1 million payments to Fraunhofer in April 2013, November 2013, and April 2014 (the “Guaranteed Annual Payments”) was terminated and replaced with an undertaking to engage Fraunhofer to perform at least $3 million in work requested and as directed by iBio before December 31, 2015. See Note 14 – Commitments and Contingencies for additional information;
 
 
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The Company terminated and released Fraunhofer from the obligation to make further financial contributions toward the enhancement, improvement and expansion of iBio’s technology in an amount at least equal to the Guaranteed Annual Payments. In addition, the Company terminated and released Fraunhofer from the obligation to further reimburse iBio for certain past and future patent-related expenses;
  
 
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The Company’s obligation to remit to Fraunhofer minimum annual royalty payments in the amount of $200,000 was terminated. Instead the Company will be obligated to remit royalties to Fraunhofer only on technology license revenues that iBio actually receives and on revenues from actual sales by iBio of products derived from the Company’s technology until the later of November 2023 or until such time as the aggregate royalty payments total at least $4 million, and the calculation of such payments due shall include solely technology license revenues and products sales for which technology developed at Fraunhofer under the TTA was used;
 
 
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The rate at which the Company will be obligated to pay royalties to Fraunhofer on iBioLaunch ™ and iBioModulator ™ license revenues received was reduced from 15% to 10%; and
 
 
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Any and all other claims of each party to any other amounts due at June 30, 2013 were mutually released.
 
The effect of the Settlement Agreement was the elimination of approximately $1.7 million of accrued expenses and $1.2 million of accounts payable from the Company’s books, as well as a $1 million reduction in prepaid expenses and an approximately $1.9 million positive impact on earnings resulting from the reversal of expenses incurred by the Company under the terms of the previous agreement. This $1.9 million is composed of credits of $1.04 million to research and development expenses, $0.7 million to general and administrative expenses, and $122,000 to interest expense, respectively.
 
On January 4, 2011, the Company entered into the Collaboration and License Agreement (the “CLA”) which is a three party agreement involving the Company, Fraunhofer and FioCruz, a public entity, member of the Indirect Federal Public Administration and linked to the Health Ministry of Brazil, acting through its unit Bio-Manguinhos. The CLA provides for the development of a yellow fever vaccine to be manufactured and distributed within Latin America and Africa by FioCruz. The CLA was supplemented by a bilateral agreement between iBio and Fraunhofer dated December 27, 2010 in which the Company engaged Fraunhofer as a contractor to provide the research and development services (both, together, the “Agreement”). The services are billed to FioCruz at Fraunhofer’s cost, so the Company’s revenue is equivalent to expense and there is no profit.
 
On June 12, 2014, FioCruz, Fraunhofer and iBio executed an amendment to the Agreement (the “Amended Agreement”) which provides for revised research and development, work plans, reporting, objectives, estimated budget, and project billing process. For the three months ended March 31, 2016 and 2015, under the Amended Agreement, the Company recognized revenue of $357,000 and $348,000, respectively, for work performed for FioCruz pursuant to the Amended Agreement by the Company’s subcontractor, Fraunhofer, and recognized research and development expenses of the same amount due Fraunhofer for that work. For the nine months ended March 31, 2016 and 2015, under the Amended Agreement, the Company recognized revenue of $635,000 and $1,535,000, respectively.
 
On March 17, 2015 the Company filed a Verified Complaint in the Court of Chancery of the State of Delaware against Fraunhofer and Vidadi Yusibov, Fraunhofer’s Executive Director. See Note 14 - Lawsuits for additional information.