Commitments and Contingencies

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Operating Leases

The Company leases certain facilities and equipment under noncancelable operating leases. At September 30, 2014, future minimum lease payments under noncancelable operating leases having initial or remaining noncancelable lease terms in excess of one year are as follows:

2014	$	981
2015	4,336
2016	4,162
2017	2,685
2018	1,342
2019	1,260
Thereafter	2,406
Total	$	17,172

Rent expense, including other facility expenses, was $2,518 and $1,296 in the three months ended September 30, 2014 and 2013, respectively, and $5,249 and $4,335 in the nine months ended September 30, 2014 and 2013, respectively.

The Company maintains subleases for certain of its facilities. Rental income under sublease agreements was $270 and $91 for the three months ended September 30, 2014 and 2013, respectively, and $532 and $273 for the nine months ended September 30, 2014 and 2013, respectively. Future minimum rental payments receivable under noncancelable operating subleases having initial or remaining noncancelable lease terms in excess of one year are $271 for 2014, $1,282 for 2015, $958 for 2016, and $60 for 2017.

Note Receivable

The Company entered into an ECC with Histogenics on September 30, 2014 and received a $10,000 convertible promissory note as upfront consideration. The note matures on September 30, 2015 and accrues interest at 6.0% per annum. The principal and unpaid accrued interest may be (i) converted to Histogenics' common stock upon the completion of an initial public offering of Histogenics' common stock, (ii) converted into Histogenics' common stock upon other certain transactions, or (iii) paid in either cash or Histogenics' common stock at Histogenics' election. Additionally, the Company agreed to purchase up to $15,000 of Histogenics' common stock in conjunction with a possible securities offering that may be conducted by Histogenics, subject to certain conditions and limitations.

Contingencies

On March 6, 2012, Trans Ova was named as a defendant in a licensing and patent infringement suit brought by XY, Inc. alleging that certain of Trans Ova's activities breach a licensing agreement and infringe on patents that XY, Inc. allegedly owns. Trans Ova is reviewing, defending and filing counter claims in the case. The matter is scheduled to go to trial in late 2014. Based on advice from legal counsel, Trans Ova believes that XY, Inc.'s complaints are without merit; however, no assurances can be given that this matter will be resolved in Trans Ova's favor. Furthermore, no assurances can be made that the legal proceedings will be concluded in accordance with the present schedule.

The Company may become subject to claims and assessments from time to time in the ordinary course of business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of September 30, 2014 and December 31, 2013, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.