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INTANGIBLE ASSETS
3 Months Ended
Mar. 31, 2016
INTANGIBLE ASSETS [Abstract]  
INTANGIBLE ASSETS
NOTE 7.
INTANGIBLE ASSETS

Patents

Intangible patent assets are comprised of patents acquired in October, 2005.  Intangible assets, net consisted of the following at March 31, 2016 and December 31, 2015:

Intangible assets – patents
 
March 31, 2016
 
 December 31, 2015
 
Patent - Amlexanox (Aphthasol®)
 
$   2,090,000
 
$    2,090,000
 
Patent - Amlexanox (OraDisc™ A)
 
6,873,080
 
6,873,080
 
Patent - OraDisc™
 
73,000
 
73,000
 
Patent - Hydrogel nanoparticle aggregate
 
589,858
 
589,858
     
9,625,938
 
9,625,938
 
Less: accumulated amortization
 
( 7,023,860)
 
(6,905,397)
 
Intangible assets - patents, net
 
$   2,602,078
 
$   2,720,541

Amortization expense for intangible patents assets was $118,463 and $117,161 for the three months ended March 31, 2016 and 2015, respectively.

The future aggregate amortization expense for intangible patent assets, remaining as of March 31, 2016, is as follows:
Calendar Years
 
Future Amortization
Expense
 
2016 (Nine months)
 
$      357,987
 
2017
 
475,148
 
2018
 
475,148
 
2019
 
475,148
 
2020
 
476,450
 
2021 & Beyond
 
342,197
 
Total
 
$   2,602,078


Licensing rights

On December 24, 2015, we entered into and closed the transaction contemplated by a License Purchase and Termination Agreement (the “Altrazeal Termination Agreement”) with Altrazeal Trading GmbH (“Altrazeal Trading”) and IPMD GmbH (“IPMD”).  The Altrazeal Termination Agreement relates to the License and Supply Agreement dated January 11, 2012 (the “Altrazeal License”), under which Altrazeal Trading and its affiliates were authorized by the Company to distribute our Altrazeal® wound care product in the European Union, Australia, New Zealand, Middle East (excluding Jordan and Syria), North Africa, Albania, Bosnia, Croatia, Kosovo, Macedonia, Montenegro, and Serbia.  Under the Altrazeal Termination Agreement, the Altrazeal License was assigned to the Company thereby effecting its termination and the Company’s 25% ownership interest in Altrazeal Trading was cancelled.   In addition, the Company assumed from Altrazeal Trading and certain affiliated entities rights and future obligations under sub-distribution agreements in numerous territories within the scope of the Altrazeal License and related consulting agreements.
 
Under the terms of the Altrazeal Termination Agreement, we agreed to pay to Altrazeal Trading a net transfer fee of €1,570,271 and to pay IPMD a transfer fee of €703,500.  The net transfer fee to Altrazeal Trading includes adjustments for amounts owed by Altrazeal Trading to the Company.  The Company paid the net transfer fee (a) to Altrazeal Trading by means of the issuance of 4,441,606 shares of Common Stock together with warrants to purchase 444,161 shares of Common Stock and (b) to IPMD by means of the issuance of 2,095,241 shares of Common Stock, together with warrants to purchase 209,525 shares of Common Stock.  The warrants have an exercise price of $0.68 per share and a term of one-year.

Altrazeal Trading also agreed to return inventory of Altrazeal® blisters held in its possession in an amount up to €88,834 (“Inventory Payment”).  To the extent Altrazeal Trading does not return the entire inventory, we may deduct from the Inventory Payment €4.20 per Altrazeal® blister not returned in usable condition.  We are currently in the process of confirming with Altrazeal Trading the actual number of Altrazeal® blisters to be returned.
 
Under the Altrazeal Termination Agreement, we also agreed to file within twenty (20) days of closing a registration statement registering the resale of 2,500,000 shares of Common Stock issued under the Altrazeal Termination Agreement and to use all commercially reasonable efforts to cause such registration Statement to become effective.  In accordance with our obligations under the Altrazeal Termination Agreement, we filed with the SEC a registration statement that was declared effective on February 16, 2016.  We are required to keep the registration statement effective at all times with respect to such 2,500,000 shares, other than permitted suspension periods, until the earliest of (i) June 24, 2016, (ii) the date when Altrazeal Trading and IPMD may sell all of the registered shares under Rule 144 under the Securities Act without volume limitations, or (iii) the date when Altrazeal Trading and IPMD no longer owns any of the registered shares.

In connection with the Altrazeal Termination Agreement, we also entered into a Mutual Termination and Release Agreement, dated December 24, 2015, for the purpose of terminating the Binding Term Sheet dated May 12, 2015 with Altrazeal Trading and Firnron LTD (the “Term Sheet”).  Under the Term Sheet, it was contemplated that the Company would acquire all of the remaining equity interests in Altrazeal Trading.

Licensing rights, net consisted of the following at March 31, 2016 and December 31, 2015:

Intangible assets - licensing rights
 
 March 31, 2016
 
December 31, 2015
 
European Union, Australia, New Zealand, Middle East (excluding Jordan and Syria), North Africa, Albania, Bosnia, Croatia, Kosovo, Macedonia, Montenegro, and Serbia.
 
$  3,512,506
 
$  3,512,506
 
Less: accumulated amortization
 
(86,444)
 
(6,271)
 
Intangible assets - licensing rights, net
 
$  3,426,062
 
$  3,506,235

Amortization expense for intangible licensing rights assets was $80,173 and nil for the three months ended March 31, 2016 and 2015, respectively.

The future aggregate amortization expense for intangible licensing rights assets, remaining as of March 31, 2016, is as follows:

Calendar Years
 
Future Amortization
Expense
 
2016 (Nine months)
 
 $    244,975
 
2017
 
325,148
 
2018
 
325,148
 
2019
 
325,148
 
2020
 
325,148
 
2021 & Beyond
 
1,880,495
 
Total
 
$  3,426,062