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License and patent agreements
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
License and patent agreements

15. License and patent agreements

(a) SHIP1 product candidates

In June 2006, the Company entered into an exclusive license agreement with the University of British Columbia (“UBC”), which was subsequently amended with the latest amendment in April 2010. Pursuant to this agreement, UBC granted the Company a worldwide license to certain small molecule compounds and pharmaceutical compositions that are modulators of SHIP1 activity. The agreement expires at the earlier of the last expiry of any patent obtained related to the technology or through enactment of one of the termination clauses stipulated in the agreement.

 

The terms of the agreement required the Company to pay an initial license fee of CAD $50,000 which was settled by the issuance of 100,000 common exchangeable shares of AQXP Canada as consideration. Under the terms of the agreement, UBC will be paid low single-digit royalties in respect to any future revenues on aggregate worldwide net sales of products covered by the licensed patents, a percentage of sublicensing revenue, reimbursement of patent costs incurred by UBC related to the technology, an annual maintenance fee, and contingent payments subject to achieving certain development milestones totaling up to CAD $2,200,000 for the first drug product and CAD $1,500,000 for each subsequent drug product paid in cash or shares. The Company paid annual maintenance fees of CAD $1,000 related to this agreement for the year ended December 31, 2014 (December 31, 2013 – CAD $1,000). The Company does not currently have any product candidates under development that are covered by the UBC license agreement.

(b) SHIP1 enzyme and screening of product candidates

In May 2005, the Company entered into an assignment agreement, which was subsequently amended with the latest amendment in March 2006, with the British Columbia Cancer Agency (“BCCA”) and StemCell Technologies, Inc. (“STI”), for the assignment to the Company of the 2002 exclusive license agreement between BCCA and STI to certain patents relating to technology relating to SHIP1. Subsequent to the initial agreement, the license agreement between the Company and BCCA was amended and restated, with the latest amendment in February 2013. The revisions, among other items, included an amended schedule of the technology licensed under this agreement. BCCA has granted the Company an exclusive worldwide license to certain of its intellectual property relating to core SHIP1 technology, and screening of compounds for activity using SHIP1, including the C2 binding domain. The agreement is to expire at the later of 20 years from the effective date of the agreement or upon the expiration of the last patent covered by the license.

The terms of the assignment agreement, required the Company to pay an assignment license fee of CAD $150,000, paid in stages beginning May 2005 and ending March 2006. The Company does not currently have any product candidates under development that are covered by the BCCA license agreement, nor has the Company sublicensed its rights under the licensed patents. However, if the Company develops products covered by the BCCA technology in the future, the Company will be required to pay BCCA low single-digit royalties based on aggregate worldwide net sales of products covered by the licensed patents, and if the Company sublicenses any rights to the technology, the Company will be required to pay BCCA a low double digit percentage of sublicensing revenue. The Company is also required to reimburse BCCA’s patent costs incurred in relation to the licensed technology, and pay an annual maintenance fee in the amount of CAD $5,000. The Company’s license with BCCA will terminate automatically upon the Company’s insolvency, and may be terminated by either party for material breach by the other party. The Company incurred maintenance fees of CAD $5,000 related to this agreement during the years ended December 31, 2014, 2013 and 2012.

(c) AQX-1125

In August 2009, the Company entered into an asset purchase agreement with Biolipox AB of Sweden for the purchase of certain assets, including patent rights relating exclusively or principally to a specific class of compounds, which include AQX-1125.

The terms of the agreement required the Company to pay CAD $50,000 immediately. Upon the first submission to the FDA of an Investigational New Drug (IND) for a compound from the acquired class of compounds, the Company was required to pay an additional CAD $250,000 in exchangeable shares. A further one-time CAD $3,000,000 milestone payment is payable within 30 days of the commitment of financial resources by the Boards of Directors to advance one of the compounds from the acquired class of compounds into a Phase 3 clinical trial. Certain other milestone payments, totaling CAD $1,500,000 are payable upon the first commercial sale following regulatory approval of the first compound in each of the United States, Europe and Japan. The development of the technology is actively proceeding. There are no royalty payments due under this agreement as at December 31, 2014.

In June 2014, the Company issued 19,762 shares of common stock to Biolipox AB as payment for achievement of the milestone upon the first submission to the FDA of an IND for AQX-1125. The fair value of the shares issued to Biolipox was $186,356, which was charged to research and development expense. Fair value was determined based on the closing price of the Company’s common stock on the NASDAQ Global Market on the date of the share issuance. There were no expenses incurred by AQXP Canada relating to this agreement during the years ended December 31, 2013 and 2012.