COMMITMENTS AND CONTINGENCIES

4 Months Ended

Dec. 31, 2012

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

(12) COMMITMENTS AND CONTINGENCIES

CONTRACTUAL OBLIGATIONS WITH UCSD RELATING TO THE ACQUISITION OF THE DR CYSTEAMINE (RP103) LICENSE

Pursuant to the license agreement with UCSD, the Company is obligated to pay an annual maintenance fee until the commencement of commercial sales of any licensed products developed.  The Company is also obligated to pay milestone payments upon the occurrence of certain events, royalties on net sales from products developed pursuant to the license agreement and a percentage of sublicense fees or royalties, if any The Company is obligated to fulfill predetermined milestones within a specified number of years from the effective date of the license agreement, depending on the indication. In March 2012, the Company filed its Marketing Authorization Application (“MAA”) with the European Medicines Agency (“EMA”), as well as its New Drug Application (“NDA”) with the FDA, for RP103 for the potential treatment of cystinosis and paid a milestone payment to UCSD related to these milestones.  Cumulatively, the Company has expensed $910 in milestone payments to UCSD based upon the initiation of clinical trials in cystinosis, Huntington's disease and NASH and on regulatory filings in cystinosis.  Future milestones will be payable if the MAA and NDA for cystinosis are approved. To the extent that the Company fails to perform any of its obligations under the license agreement, then UCSD may terminate the license or otherwise cause the license to become non-exclusive.

LEASES

Rent expense for the Company's facilities was approximately $0.1 million, $0.2 million, $0.2 million, $0.2 million and $0.5 million for the four months ended December 31, 2012, the years ended August 31, 2012, 2011 and 2010 and the cumulative period from September 8, 2005 (inception) to December 31, 2012.  The Company records such rent on a straight-line basis.

 The Company has contractual obligations under its operating leases and other obligations related to research and development activities, purchase commitments and licenses.  Information about these obligations as of December 31, 2012 is presented in the table below (in thousands):

	Payments due by period
	2013		2014		2015		2016		2017		Thereafter		Total
Debt principal	$	2,688	$	2,688	$	2,688	$	2,688	$	7,486	$	23,359	$	41,597
Capital lease obligations		9		9		3		0		0		0		21
Operating lease obligations		38		0		0		0		0		0		38
Research and development and purchase commitments		8,347		2,061		331		244		244		1,425		12,652
Total	$	11,082	$	4,758	$	3,022	$	2,932	$	7,730	$	24,784	$	54,308

The Company maintained several contracts with drug labelers and distributors, research organizations, contract manufacturers, clinical organizations and clinical sites, primarily to assist with clinical research and clinical manufacturing for its cystinosis and HD programs and its NASH clinical collaboration. The future commitments pursuant to these agreements are included in the table above as research and development and purchase commitments.

The Company is also subject to contingent payments related to various development activities totaling approximately $15.0 million, which are due upon achievement of certain development and commercial milestones, and if they occur before certain dates in the future.  These contingent payments are not included in the table above as we cannot reliably predict their timing or occurrence.