Note 7 - Significant Alliances and Related Parties

12 Months Ended

Dec. 31, 2012

Related Party Transactions Disclosure [Text Block]

7. Significant Alliances and Related Parties

Roswell Park Cancer Institute

The Company has entered into several agreements with Roswell Park Cancer Institute (“RPCI”) including: various sponsored research agreements, an exclusive license agreement and a Clinical Trial Agreement pursuant to which CBLI has transferred the Entolimod IND for oncology indications to RPCI and RPCI is a sponsor of the currently ongoing Entolimod Advanced Cancer Phase 1 clinical trial. Additionally, the Company’s Chief Scientific Officer (“CSO”) is the Senior Vice President of Basic Research at RPCI.

The Company recognized $0, $2,317,218 and $12,398 of revenue from RPCI during the years ended December 31, 2012, 2011 and 2010, respectively. The Company incurred $3,876,073, $2,689,503 and $2,014,379 in expense to RPCI related to research grants and agreements for the years ended December 31, 2012, 2011 and 2010, respectively. The Company had $900,300 and $29,298 included in accounts payable owed to RPCI at December 31, 2012 and 2011, respectively. In addition, the Company had approximately $553,644 and $237,451 in accrued expenses payable to RPCI at December 31, 2012 and 2011, respectively.

The Cleveland Clinic Foundation

The Cleveland Clinic Foundation (“CCF”) has entered into a strategic alliance to allow CBLI exclusive use of CCF licensed patents and technology. CBLI has the primary responsibility to fund all newly developed patents; however, CCF retains ownership of those patents covered by the agreement. CBLI also has agreed to use commercially diligent efforts to bring one or more products to market as soon as practical, consistent with sound and reasonable business practices and judgments. CCF will receive milestone payments for each product developed with CCF technology as development of such product(s) passes through major developmental stages. In addition, CBLI will pay CCF royalties and sublicense royalties as a percentage of net sales of all commercial products developed with CCF technology. Milestone payments amounted to $100,000, $100,000 and $0 for the years ended December 31, 2012, 2011 and 2010, respectively.

The Company also recognized $4,804, $2,558 and $3,459 as research and development expense to CCF for the years ended December 31, 2012, 2011 and 2010, respectively. The Company did not have any liabilities to CCF at December 31, 2012 and 2011.

Children’s Cancer Institute Australia

Panacela entered into an agreement with Children’s Cancer Institute Australia (“CCIA”) to exclusively license certain rights to our Antimycon technology. In consideration for this exclusive license, Panacela agreed to make certain milestone, royalty and sublicense royalty payments. Under this agreement, Panacela has the right to exclusively license any inventions developed by CCIA relating to the Panacela compounds. CCIA may terminate the license upon a material breach by us, as specified in the agreement. However, we may avoid such termination if we cure the breach within 90 days of receipt of a termination notice. The license does not have a specified term, however, the royalty term is 20 years.

The Company recognized $120,106, $0 and $0 as research and development expense to CCIA for the years ended December 31, 2012, 2011 and 2010, respectively. The Company did not have any liabilities to CCIA at December 31, 2012 and 2011.

Consultants

CBLI has entered into a consulting agreement with our CSO, Dr. Andrei Gudkov. The Company incurred $200,695, $186,224 and $140,000 for consulting services in the years ending December 31, 2012, 2011 and 2010, respectively. The Company incurred $0, $24,476 and $62,238 in bonuses for the years ending December 31, 2012, 2011 and 2010, respectively. The Company incurred $32,659, $109,137 and $757,495 in non-cash, stock based compensation expense for the years ending December 31, 2012, 2011 and 2010, respectively.

The Company had $28,245 and $15,519 for consulting services included in accrued expenses at December 31, 2012 and 2011, respectively. The Company had $24,476 and $138,101 included in accrued bonuses for cash bonuses and compensation stock options not yet issued at December 31, 2012 and 2011, respectively.

Dr. Gudkov has equity interests in other entities that are unaffiliated with the Company. During the years ended December 31, 2012 and 2011, the Company recognized other income from these entities of $407,395 and $55,528, respectively. In addition, the Company held $1,959 and $283 in accounts receivable from these entities at December 31, 2012 and 2011, respectively.