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Goodwill and Intangible Assets
9 Months Ended
Sep. 30, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

5.Goodwill and Intangible Assets

Goodwill

In May 2017, the Company closed on a business combination and recorded an initial purchase price allocation including goodwill. During the nine months ended September 30, 2018 and prior to the end of the measurement period for accounting for the business combination, the Company recorded adjustments to the purchase price allocation resulting in a net decrease in tax refunds receivable, with a corresponding net increase in goodwill, of $490,676. As goodwill related to this transaction had previously been determined to be fully impaired, the Company recognized an impairment charge of $490,676 as a result of these purchase price allocation adjustments during the nine months ended September 30, 2018. The purchase price allocation was considered final in May 2018, and no further adjustments were recorded.

Intangibles assets

The Company’s intangible assets consisted of the following:

 

 

 

September 30, 2019

 

 

 

Estimated

Useful

Lives

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Impairment

 

 

Net Book

Value

 

Internally developed patents

 

6-10 years

 

$

743,956

 

 

$

(440,994

)

 

$

 

 

$

302,962

 

Acquired licenses

 

16-20 years

 

 

285,000

 

 

 

(265,273

)

 

 

 

 

 

19,727

 

Total intangible assets subject to amortization

 

 

 

 

1,028,956

 

 

 

(706,267

)

 

 

 

 

 

322,689

 

IPR&D assets

 

Indefinite

 

 

13,418,967

 

 

 

 

 

 

(1,000,000

)

 

 

12,418,967

 

Total

 

 

 

$

14,447,923

 

 

$

(706,267

)

 

$

(1,000,000

)

 

$

12,741,656

 

 

 

 

December 31, 2018

 

 

 

Estimated

Useful

Lives

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Impairment

 

 

Net Book

Value

 

Internally developed patents

 

6-10 years

 

$

718,559

 

 

$

(317,172

)

 

$

 

 

$

401,387

 

Acquired licenses

 

16-20 years

 

 

285,000

 

 

 

(253,430

)

 

 

 

 

 

31,570

 

Total intangible assets subject to amortization

 

 

 

 

1,003,559

 

 

 

(570,602

)

 

 

 

 

 

432,957

 

IPR&D assets

 

Indefinite

 

 

37,868,978

 

 

 

 

 

 

(24,450,011

)

 

 

13,418,967

 

Total

 

 

 

$

38,872,537

 

 

$

(570,602

)

 

$

(24,450,011

)

 

$

13,851,924

 

Amortization expense of intangible assets subject to amortization was $28,084 and $15,972 for the three months ended September 30, 2019 and 2018, and $135,664 and $45,426 for the nine months ended September 30, 2019 and 2018, respectively. Amortization expense was classified as research and development expenses in the accompanying unaudited consolidated statements of operations and comprehensive loss.

The development activities under the SparVax-L NIAID contract were completed during the third quarter of 2019, with no future funding identified. As a result of the contract completion and the US government’s funding prioritization of only single dose anthrax vaccine candidates, the Company abandoned the project and concluded that the full remaining net book value of the SparVax-L IPR&D asset was impaired during the three months ended September 30, 2019. An impairment charge of $1,000,000 was expensed for the three and nine months ended September 30, 2019.

As of September 30, 2019, future estimated amortization expense was as follows:

 

Years ending December 31,

 

 

 

 

The remainder of 2019

 

$

11,570

 

2020

 

 

41,589

 

2021

 

 

25,375

 

2022

 

 

25,375

 

2023

 

 

25,375

 

2024 and thereafter

 

 

193,405

 

Total

 

$

322,689